Guarantee and Collateral Agreement to ABL Credit Agreement, dated as of April 3, 2018, among CHS/Community Health Systems, Inc., as the Borrower, Community Health Systems, Inc., as the Parent, the subsidiaries of the Borrower party thereto, and JPMorgan Chase Bank, N.A., as Collateral Agent

SECTION 4.01. Security Interest

SECTION 4.02. Representations and Warranties

SECTION 4.03. Covenants

SECTION 4.04. Other Actions

SECTION 4.05. Covenants Regarding Patent, Trademark and Copyright Collateral

EX-10.4 8 d577824dex104.htm EX-10.4 EX-10.4

Exhibit 10.4

GUARANTEE AND COLLATERAL AGREEMENT

dated as of

April 3, 2018

among

CHS/COMMUNITY HEALTH SYSTEMS, INC.,

COMMUNITY HEALTH SYSTEMS, INC.,

the Subsidiaries of the Borrower

from time to time party hereto

and

JPMORGAN CHASE BANK, N.A.,

as Collateral Agent

Reference is made to the ABL Intercreditor Agreement dated as of April 3, 2018, (as amended, restated, supplemented or otherwise modified from time to time, the “ABL Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as ABL Agent (as defined therein), Credit Suisse AG, as Senior-Priority Collateral Agent Agent (as defined therein), Credit Suisse AG, as Senior-Priority Non-ABL Loan Agent (as defined therein), Regions Bank, as 2021 Secured Notes Trustee, (as defined therein), Regions Bank, as 2023 Secured Notes Trustee (as defined therein), CHS/Community Health Systems, Inc., Community Health Systems, Inc. and each other party from time to time party thereto. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent and the other Secured Parties are subject to the provisions of the ABL Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the ABL Intercreditor Agreement and this Agreement, the provisions of the ABL Intercreditor Agreement shall control.

[CS&M Ref. No. 6702-231]

TABLE OF CONTENTS

Page

ARTICLE I

Definitions


SECTION 1.01. Credit Agreement					1
SECTION 1.02. Other Defined Terms					2

ARTICLE II

Guarantee


SECTION 2.01. Guarantee					6
SECTION 2.02. Guarantee of Payment					6
SECTION 2.03. No Limitations, Etc					6
SECTION 2.04. Reinstatement					7
SECTION 2.05. Agreement To Pay; Subrogation					7
SECTION 2.06. Information					7

ARTICLE III

Pledge of Securities


SECTION 3.01. Pledge					8
SECTION 3.02. Delivery of the Pledged Collateral					9
SECTION 3.03. Representations, Warranties and Covenants					10
SECTION 3.04. Certification of Limited Liability Company Interests and Limited Partnership Interests					11
SECTION 3.05. Registration in Nominee Name; Denominations					11
SECTION 3.06. Voting Rights; Dividends and Interest, Etc					11

ARTICLE IV

Security Interests in Personal Property

ARTICLE V

Remedies


SECTION 5.01.	Remedies Upon Default	25
SECTION 5.02.	Application of Proceeds	27
SECTION 5.03.	Grant of License to Use Intellectual Property	28
SECTION 5.04.	Securities Act, Etc	28

ARTICLE VI

Indemnity, Subrogation and Subordination


SECTION 6.01.	Indemnity and Subrogation	29
SECTION 6.02.	Contribution and Subrogation	29
SECTION 6.03.	Subordination	29

ARTICLE VII

Miscellaneous


SECTION 7.01.	Notices	30
SECTION 7.02.	Security Interest Absolute	30
SECTION 7.03.	Survival of Agreement	30
SECTION 7.04.	Binding Effect; Several Agreement	31
SECTION 7.05.	Successors and Assigns	31
SECTION 7.06.	Collateral Agent’s Fees and Expenses; Indemnification	31
SECTION 7.07.	Collateral Agent Appointed Attorney-in-Fact	32
SECTION 7.08.	Applicable Law	33
SECTION 7.09.	Waivers; Amendment	33
SECTION 7.10.	WAIVER OF JURY TRIAL	33
SECTION 7.11.	Severability	34
SECTION 7.12.	Counterparts	34
SECTION 7.13.	Headings	34
SECTION 7.14.	Jurisdiction; Consent to Service of Process	34
SECTION 7.15.	Termination or Release	35
SECTION 7.16.	Additional Subsidiaries	36
SECTION 7.17.	Right of Setoff	36
SECTION 7.18.	ABL INTERCREDITOR AGREEMENT GOVERNS	37

iii

Schedules


Schedule I		Exact Legal Names of Each Grantor
Schedule II		Subsidiary Guarantors
Schedule III		Equity Interests; Stock Ownership; Pledged Debt Securities
Schedule IV		Debt Instruments; Advances
Schedule V		Mortgage Filings
Schedule VI		Intellectual Property
Schedule VII		Commercial Tort Claims

Exhibits


Exhibit A		Form of Supplement

GUARANTEE AND COLLATERAL AGREEMENT dated as of April 3, 2018 (this “Agreement”), among CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the “Borrower”), COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (“Parent”), the Subsidiaries from time to time party hereto and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as collateral agent (in such capacity, the “Collateral Agent”).

PRELIMINARY STATEMENT

Reference is made to (a) the ABL Credit Agreement dated as of April 3, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Parent, the lenders from time to time party thereto (each, a “Lender” and collectively, the “Lenders”) and JPMorgan, as administrative agent (in such capacity, the “Administrative Agent”) and Collateral Agent, and (b) the ABL Intercreditor Agreement (such term and each other capitalized term used but not defined in this preliminary statement having the meaning given or ascribed to it in Article I or the Credit Agreement, as the case may be).

The Lenders and the Issuing Banks have agreed to extend credit to the Borrower pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The obligations of the Lenders and the Issuing Banks to extend credit to the Borrower are conditioned upon, among other things, the execution and delivery of this Agreement by the Borrower and each Grantor.

Concurrent with the execution and delivery of this Agreement, the Borrower and/or one or more of the Guarantors will enter into the ABL Intercreditor Agreement. Following execution and delivery of the ABL Intercreditor Agreement, this Agreement shall be subject to the ABL Intercreditor Agreement.

Each Guarantor is an Affiliate of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders and the Issuing Banks to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings set forth in the Credit Agreement. All capitalized terms defined in the New York UCC (as such term is defined herein) and not defined in this Agreement have the meanings specified therein. All references to the Uniform Commercial Code shall mean the New York UCC; provided that if, by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection or priority of a security interest is governed by the personal property

security laws of any jurisdiction other than New York, “UCC” shall mean those personal property security laws as in effect in such other jurisdiction for the purposes of the provisions hereof relating to such perfection or priority and for the definitions related to such provisions.

(b) The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Agreement.

SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Accounts Receivable” shall mean all Accounts and all right, title and interest in any returned goods, together with all rights, titles, securities and guarantees with respect thereto, including any rights to stoppage in transit, replevin, reclamation and resales, and all related security interests, liens and pledges, whether voluntary or involuntary, in each case whether now existing or owned or hereafter arising or acquired.

“Administrative Agent” shall have the meaning assigned to such term in the preliminary statement.

“Article 9 Collateral” shall have the meaning assigned to such term in Section 4.01.

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

“Collateral” shall mean the Article 9 Collateral and the Pledged Collateral.

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

“Copyright License” shall mean any written agreement, now or hereafter in effect, granting any right to any third person under any registered copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any registered copyright now or hereafter owned by any third person, and all rights of such Grantor under any such agreement.

“Copyrights” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all registered copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (or any successor office or any similar office in any other country), including those registered and pending copyrights listed on Schedule VI.

“Discharge of Term Loan/Notes Obligations” shall have the meaning assigned to such term in the ABL Intercreditor Agreement.

“Event of Default” shall mean any Event of Default under and as defined in the Credit Agreement; provided that any notice, lapse of time or other condition precedent to the occurrence of such Event of Default shall have been satisfied.

“Excluded Accounts” shall mean (a) deposit accounts of any Grantor holding cash or Cash Equivalents the balance in which does not at any time exceed $2,500,000 individually and $10,000,000 in the aggregate for all such accounts held by all Grantors, (b) deposit accounts of any Grantor which are used exclusively for the payment of payroll, payroll taxes, employee benefits or escrow deposits or to maintain client postage advances or similar functions and (c) deposit accounts of any Grantor holding amounts in trust or on behalf of others, including those held for the benefit of employees, officers, directors or taxing authorities, in each case of clauses (a) through (c) above, other than any deposit account into which any payments or remittances with respect to any Accounts of any Loan Party or Originating Subsidiary are directed.

“Federal Securities Laws” shall have the meaning assigned to such term in Section 5.04.

“General Intangibles” shall mean all (a) General Intangibles (as defined in the New York UCC) and (b) choses in action and causes of action and all other intangible personal property of any Grantor of every kind and nature (other than Accounts) now owned or hereafter acquired by any Grantor, including all rights and interests in partnerships, limited partnerships, limited liability companies and other unincorporated entities, corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Hedging Agreements and other agreements), Intellectual Property, goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to any Grantor to secure payment by an Account Debtor of any of the Accounts or Payment Intangibles.

“Grantors” shall mean the Borrower and the Guarantors.

“Guarantors” shall mean Parent and the Subsidiary Guarantors.

“Intellectual Property” shall mean all intellectual property of any Grantor of every kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation and registrations, and all additions and improvements to any of the foregoing.

“License” shall mean any Patent License, Trademark License, Copyright License or other license or sublicense agreement relating to Intellectual Property to which any Grantor is a party, including those listed on Schedule VI.

“New York UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.

“Obligations” shall mean (a) the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (iii) all other monetary obligations of the Borrower to any of the Secured Parties under the Credit Agreement and each of the other Loan Documents, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other obligations of the Borrower under or pursuant to the Credit Agreement and each of the other Loan Documents, and (c) the due and punctual payment and performance of all the obligations of each other Loan Party under or pursuant to this Agreement and each of the other Loan Documents.

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

“Patent License” shall mean any written agreement, now or hereafter in effect, granting to any third person any right to make, use or sell any invention on which a Patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a Patent, now or hereafter owned by any third person, is in existence, and all rights of any Grantor under any such agreement.

“Patents” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office (or any successor or any similar offices in any other country), including those listed on Schedule VI, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to exclude others from making, using and/or selling the inventions disclosed or claimed therein.

“Pledged Collateral” shall have the meaning assigned to such term in Section 3.01.

“Pledged Debt Securities” shall have the meaning assigned to such term in Section 3.01.

“Pledged Securities” shall mean any promissory notes, stock certificates or other securities now or hereafter included in the Pledged Collateral, including all

certificates, instruments or other documents representing or evidencing any Pledged Collateral.

“Pledged Stock” shall have the meaning assigned to such term in Section 3.01.

“Secured Parties” shall mean (a) the Administrative Agent, (b) the Collateral Agent, (c) any Issuing Bank, (d) the Lenders, (e) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (f) the successors and permitted assigns of each of the foregoing.

“Security Interest” shall have the meaning assigned to such term in Section 4.01.

“Subsidiary Guarantors” shall mean (a) the Subsidiaries identified on Schedule II hereto as Subsidiary Guarantors and (b) each other Subsidiary that becomes a party to this Agreement as a Subsidiary Guarantor after the Closing Date.

“Trademark License” shall mean any written agreement, now or hereafter in effect, granting to any third person any right to use any trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third person, and all rights of any Grantor under any such agreement.

“Trademarks” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all registered trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and applications for registration (other than intent-to-use applications) in the United States Patent and Trademark Office (or any successor office) or any similar offices in any State of the United States, and all extensions or renewals thereof, including those listed on Schedule VI, and (b) all goodwill associated therewith or symbolized thereby.

“Unfunded Advances/Participations” shall mean (a) with respect to the Administrative Agent, the aggregate amount, if any (i) made available to the Borrower on the assumption that each Lender has made its portion of the applicable Borrowing available to the Administrative Agent as contemplated by Section 2.02(d) of the Credit Agreement and (ii) with respect to which a corresponding amount shall not in fact have been returned to the Administrative Agent by the Borrower or made available to the Administrative Agent by any such Lender and (b) with respect to any Issuing Bank, the aggregate amount, if any, of participations in respect of any outstanding L/C Disbursement that shall not have been funded by the Lenders in accordance with Sections 2.23(d) and 2.02(f) of the Credit Agreement.

ARTICLE II

Guarantee

SECTION 2.01. Guarantee. Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation, and hereby waives any provision of applicable law to the contrary that may be waived by such Guarantor. Each Guarantor waives presentment to, demand of payment from and protest to the Borrower or any other Loan Party of any Obligation, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.

SECTION 2.02. Guarantee of Payment. Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy, insolvency, receivership or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not of collection, and waives any right to require that any resort be had by the Collateral Agent or any other Secured Party to any security held for the payment of the Obligations or credit on the books of the Collateral Agent or any other Secured Party in favor of the Borrower or any other person. Each Guarantor agrees that its guarantee hereunder is continuing in nature as to the Obligations and applies to all Obligations, whether currently existing or hereafter incurred.

SECTION 2.03. No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Secured Party for the Obligations or any of them, (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations (other than unasserted contingent indemnity obligations)). To the fullest extent permitted by applicable law,

each Guarantor expressly authorizes the Collateral Agent to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder.

(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the payment in full in cash of all the Obligations. To the fullest extent permitted by applicable law, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without adversely affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any security.

SECTION 2.04. Reinstatement. Each Guarantor agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Collateral Agent or any other Secured Party upon the bankruptcy or reorganization of the Borrower, any other Loan Party or otherwise.

SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation owed by such party when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will, promptly upon written notice thereof from the Collateral Agent, forthwith pay, or cause to be paid, to the Collateral Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any sums to the Collateral Agent as provided above, all rights of such Guarantor against the Borrower or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VI.

SECTION 2.06. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s and each other Loan Party’s

financial condition and assets and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that neither the Collateral Agent nor any other Secured Party will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

ARTICLE III

Pledge of Securities

SECTION 3.01. Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule III), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (A) more than 65% of the outstanding voting Equity Interests in any Foreign Subsidiary, (B) any Equity Interest in any Non-Significant Subsidiary, (C) any Equity Interest in any Permitted Syndication Subsidiary or any Permitted Joint Venture Subsidiary to the extent the pledge of the Equity Interest in such Subsidiary is prohibited by any applicable Contractual Obligation or requirement of law, or (D) any minority Equity Interests, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule III), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (excluding any promissory notes issued by employees of any Grantor) (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) all other property that may be delivered to and held by the Collateral Agent (or, prior to the Discharge of Term Loan/Notes Obligations and with respect to the Term Loan/Notes Priority Collateral, to the Term Loan Collateral Agent, as gratuitous bailee) pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”).

TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the

Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

SECTION 3.02. Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent (or, prior to the Discharge of Term Loan/Notes Obligations and with respect to the Term Loan/Notes Priority Collateral, to the Term Loan Collateral Agent, as gratuitous bailee) any and all certificates, promissory notes, instruments or other documents representing or evidencing Pledged Securities (other than Pledged Debt Securities with a face amount less than $1,000,000).

(b) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Debt Securities with a face amount in excess of $1,000,000.

(c) Upon delivery to the Collateral Agent (or, prior to the Discharge of Term Loan/Notes Obligations and with respect to the Term Loan/Notes Priority Collateral, to the Term Loan Collateral Agent, as gratuitous bailee), (i) any certificate, instrument or document representing or evidencing Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the applicable securities, which schedule shall be attached hereto as Schedule III and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

(d) In accordance with the terms of the ABL Intercreditor Agreement, all Pledged Collateral delivered to the Collateral Agent shall be held by the Collateral Agent as gratuitous bailee for the secured parties under the Term Loan Credit Agreement solely for the purpose of perfecting the security interest therein granted under the Term Loan Guarantee and Collateral Agreement.

(e) Prior to the Discharge of Term Loan/Notes Obligations, to the extent any Grantor is required hereunder to deliver Collateral to the Collateral Agent for purposes of possession or control and is unable to do so as a result of having previously delivered such Collateral to the Term Loan Collateral Agent in accordance with the terms of the Term Loan Guarantee and Collateral Agreement and the ABL Intercreditor Agreement, such Grantor’s obligations hereunder with respect to such delivery shall be deemed satisfied by the delivery to the Term Loan Collateral Agent, acting as a gratuitous bailee for the Secured Parties.

SECTION 3.03. Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

(a) As of the Closing Date, Schedule III correctly sets forth the percentage of the issued and outstanding shares of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder (to the extent not waived or extended in accordance with the terms of the Credit Agreement);

(b) as of the Closing Date, Schedule IV correctly sets forth all promissory notes and other evidence of indebtedness required to be pledged hereunder including all intercompany notes between Parent and any subsidiary of Parent and any subsidiary of Parent and any other such subsidiary;

(c) the Pledged Stock and Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Stock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof;

(d) except for the security interests granted hereunder (or otherwise permitted under the Credit Agreement or the other Loan Documents), each Grantor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule III as owned by such Grantor, (ii) holds the same free and clear of all Liens other than Liens permitted by Section 6.02 of the Credit Agreement, and (iii) will not create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than any security interests and Liens that are made in compliance with the Credit Agreement or the other Loan Documents;

(e) except for restrictions and limitations imposed by the Loan Documents or securities or other laws generally, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder other than Liens permitted by Section 6.02 of the Credit Agreement;

(f) each Grantor (i) has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than any Lien created or permitted by the Loan Documents), however arising, of all persons whomsoever;

(g) no material consent or approval of any Governmental Authority or, any securities exchange was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);

(h) by virtue of the execution and delivery by each Grantor of this Agreement and subject to the Lien priorities set forth in the ABL Intercreditor Agreement, when any Pledged Securities are delivered to the Collateral Agent in accordance with this Agreement (or, prior to the Discharge of Term Loan/Notes Obligations and with respect to the Term Loan/Notes Priority Collateral, to the Term Loan Collateral Agent, as gratuitous bailee), the Collateral Agent will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations; and

(i) the pledge effected hereby is effective to vest in the Collateral Agent, for the ratable benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein and in the ABL Intercreditor Agreement.

SECTION 3.04. Certification of Limited Liability Company Interests and Limited Partnership Interests. If any Pledged Collateral is not a security pursuant to Section 8-103 of the UCC, no Grantor shall take any action that, under such Section, converts such Pledged Collateral into a security without causing the issuer thereof to issue to it certificates or instruments evidencing such Pledged Collateral, which it shall promptly deliver to the Collateral Agent (or, prior to the Discharge of Term Loan/Notes Obligations and with respect to the Term Loan/Notes Priority Collateral, to the Term Loan Collateral Agent, as gratuitous bailee) as provided in Section 3.02.

SECTION 3.05. Registration in Nominee Name; Denominations. The Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion), upon the occurrence and during the continuance of an Event of Default, to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent. Each Grantor will promptly give to the Collateral Agent copies of any material written notices or other material written communications received by it with respect to Pledged Securities in its capacity as the registered owner thereof. After the occurrence and during the continuance of an Event of Default, the Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

SECTION 3.06. Voting Rights; Dividends and Interest, Etc. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given the Grantors notice of its intent to exercise its rights under this Agreement (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under paragraph (g) or (h) of Article VII of the Credit Agreement):

(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided, however, that such rights and powers shall not be exercised in any manner that could reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.

(ii) The Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (i) above.

(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents, and applicable law; provided, however, that any noncash dividends, interest, principal or other distributions that would constitute Pledged Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the ratable benefit of the Secured Parties and shall be forthwith delivered to the Collateral Agent (or, prior to the Discharge of Term Loan/Notes Obligations and with respect to the Term Loan/Notes Priority Collateral, to the Term Loan Collateral Agent, as gratuitous bailee) in the same form as so received (with any necessary endorsement or instrument of assignment). This paragraph (iii) shall not apply to dividends between or among the Borrower, the Guarantors and any Subsidiaries only of property subject to a perfected security interest under this Agreement.

(b) To the fullest extent permitted by applicable law, upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified (or shall be deemed to have notified pursuant to Section 3.06(a)) the Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 3.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 3.06 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the

sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 3.06 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement or instrument of assignment). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.02. After all Events of Default have been cured or waived and each applicable Grantor has delivered to the Administrative Agent certificates to that effect, the Collateral Agent shall, promptly after all such Events of Default have been cured or waived, repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 3.06 and that remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified (or shall be deemed to have notified pursuant to Section 3.06(a)) the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 3.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 3.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 3.06, shall cease, and, subject to compliance with any applicable healthcare laws, all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and each applicable Grantor has delivered to the Administrative Agent a certificate to that effect, such voting and consensual rights shall automatically vest in the applicable Grantor, and the Collateral Agent shall (1) take such steps reasonably requested by the applicable Grantor, at such Grantor’s expense, to allow all Pledged Securities registered under its name to be registered under the name of the applicable Grantor and (2) promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise have been permitted to retain pursuant to the terms of paragraph (a) of this Section 3.06 that were not applied to repay the Obligations.

(d) Any notice given by the Collateral Agent to the Grantors exercising its rights under paragraph (a) of this Section 3.06 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the

Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

ARTICLE IV

Security Interests in Personal Property

SECTION 4.01. Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”), in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):

(i)

all Accounts;

(ii)

all Chattel Paper;

(iii)

all cash, cash equivalents and Deposit Accounts;

(iv)

all Documents;

(v)

all Equipment;

(vi)

all General Intangibles;

(vii)

all Instruments;

(viii)

all Inventory;

(ix)

all Investment Property;

(x)

all Letter-of-Credit Rights;

(xi)

all Commercial Tort Claims;

(xii)

all books and records pertaining to the Article 9 Collateral; and

(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing.

Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in any (I) General Intangible, Instrument, license, property right, permit or any other contract or agreement to which a Grantor is a party or any of its rights or interests

thereunder if and for so long as the grant of such security interest shall constitute or result in (x) the abandonment, invalidation or unenforceability of any right, title or interest of the Grantor therein, (y) a violation of a valid and enforceable restriction in respect of such General Intangible, Instrument, license, property right, permit or any other contract or agreement or other such rights (1) in favor of a third party or (2) under any law, regulation, permit, order or decree of any Governmental Authority or (z) a breach or termination (or result in any party thereto having the right to terminate) pursuant to the terms of, or a default under, such General Intangible, Instrument, license, property right, permit or any other contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law or principles of equity); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability or breach or termination, as the case may be, shall be remedied and, to the extent severable, shall attach immediately to any portion of such General Intangible, Instrument, license, property right, permit or any other contract or agreement that does not result in any of the consequences specified in the immediately preceding clause (x), (y) or (z) including, any proceeds of such General Intangible, Instrument, license, property rights, permit or any other contract or agreement; (II) more than 65% of the outstanding voting Equity Interests in any Foreign Subsidiary, (III) any Equity Interest in any Non-Significant Subsidiary, (IV) any Equity Interest in any Permitted Syndication Subsidiary or any Permitted Joint Venture Subsidiary to the extent the pledge of the Equity Interest in such Subsidiary is prohibited by any applicable Contractual Obligation or requirement of law, (V) any vehicle or other asset subject to certificate of title, (VI) any minority Equity Interests, (VIII) any assets with respect to which the Collateral Agent shall reasonably determine that the cost of creating and/or perfecting a security interest therein is excessive in relation to the benefit to the Secured Parties or that the granting or perfection of a security interest therein would violate applicable law or regulation and (VIII) any assets (other than any General Intangible, Instrument, license, property right, permit or any other contract or agreement) owned by any Grantor that are subject to a Lien permitted by Section 6.02(c) or (n) of the Credit Agreement, to the extent and for so long as such Lien exists and the terms of the Indebtedness or other obligations secured thereby prevent the grant of a security interest in such assets hereunder.

(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request.

(c) The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.

(d) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.

SECTION 4.02. Representations and Warranties. The Grantors jointly and severally represent and warrant to the Collateral Agent and the Secured Parties that:

(a) Each Grantor has good and valid rights in and marketable title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent, for the ratable benefit of the Secured Parties, the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other person other than any consent or approval that has been obtained or any other consent where the failure to obtain such consent could not reasonably be expected to have a Material Adverse Effect.

(b) The Schedules attached hereto have been duly prepared and completed and the information set forth therein (including (x) the exact legal name of each Grantor in Schedule I and (y) the jurisdiction of organization of each Grantor in Schedule I) is true and correct in all material respects as of the Closing Date. Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations containing a description of the Article 9 Collateral have been prepared by the Collateral Agent based upon the information provided to the Administrative Agent and the Secured Parties in the applicable Schedules attached hereto for filing in each governmental, municipal or other office specified in Schedule I (or specified by notice from the Borrower to the Administrative Agent after the Closing Date in the case of filings, recordings or registrations required by Sections 5.06 or 5.12 of the Credit Agreement), which are all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in the Article 9 Collateral consisting of United States Patents, Trademarks, Copyrights and exclusive Copyright Licenses (to the extent that perfection can be achieved by such filings)) that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the ratable benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable

law with respect to the filing of continuation statements. Each Grantor represents and warrants that a fully executed short form agreement in form and substance reasonably satisfactory to the Collateral Agent, and containing a description of all Article 9 Collateral consisting of pending and issued United States Patents and United States Trademarks and United States Copyrights will be delivered to the Collateral Agent as of or prior to the Closing Date for timely recording with the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. §261, 15 U.S.C. §1060 or 17 U.S.C. §205 and the regulations thereunder.

(c) As of the Closing Date, Schedule I correctly sets forth (i) the exact legal name of each Grantor, as such name appears in its respective certificate of formation; (ii) the jurisdiction of formation of each Grantor that is a registered organization; (iii) the Organizational Identification Number, if any, issued by the jurisdiction of formation of each Grantor that is a registered organization; (iv) the chief executive office of each Grantor; and (v) all locations where Grantor maintains any material books or records relating to any Accounts Receivables.

(d) As of the Closing Date, Schedule V correctly sets forth, with respect to each Mortgaged Property, (i) the exact name of the person that owns such property as such name appears in its certificate of formation or other organizational document; (ii) if different from the name identified pursuant to clause (i), the exact name of the current record owner of such property reflected in the records of the filing office for such property identified pursuant to the following clause (iii); and (iii) the filing office in which a mortgage with respect to such property must be filed or recorded in order for the Collateral Agent to obtain a perfected security interest therein.

(e) As of the Closing Date, Schedule VI correctly sets forth, in proper form for filing with (a) the United States Patent and Trademark Office a list of each issued and pending Patents and Trademarks, including, as applicable, the name of the registered owner and the registration number of each Patent and Trademark owned by any Grantor and (b) the United States Copyright Office a list of each Copyright, including the name of the registered owner and the registration number of each Copyright owned by any Grantor.

(f) The Security Interest constitutes (i) a legal and valid security interest in all Article 9 Collateral securing the payment and performance of the Obligations, (ii) subject to the qualifications and filings described in Section 4.02(b) (including payment of applicable fees in connection therewith), a perfected security interest in all Article 9 Collateral in which and to the extent a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other applicable law in such jurisdictions and (iii) a security interest that shall be perfected in all Article 9 Collateral in which a security interest may be perfected upon the receipt and recording of this Agreement or a fully executed short form agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than Liens expressly

permitted pursuant to Section 6.02 of the Credit Agreement or the other Loan Documents that have priority as a matter of law.

(g) The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement or the other Loan Documents. No Grantor has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Article 9 Collateral, (ii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Article 9 Collateral with the United States Patent and Trademark Office or the United States Copyright Office, (iii) any notice under the Assignment of Claims Act, or (iv) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement or the other Loan Documents. As of the Closing Date, no Grantor holds any Commercial Tort Claims in an amount in excess of $5,000,000 except as indicated on Schedule VII.

SECTION 4.03. Covenants. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change in (i) its legal name and/or address, (ii) its identity or type of organization or corporate structure, (iii) its Federal Taxpayer Identification Number or organizational identification number or (iv) its jurisdiction of organization. Each Grantor agrees promptly to provide the Collateral Agent with certified organizational documents reflecting any of the changes described in the first sentence of this paragraph. Each Grantor agrees not to effect or permit any change referred to in the first sentence of this paragraph unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Article 9 Collateral (with respect to priority, subject to the ABL Intercreditor Agreement). Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Article 9 Collateral owned or held by such Grantor is damaged or destroyed.

(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records (in all material respects) with respect to the Article 9 Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records (in all material respects) indicating all material payments and proceeds received with respect to any part of the Article 9 Collateral.

(c) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 5.04(a) of the Credit Agreement, the Borrower shall deliver to the Collateral Agent a certificate executed by a Responsible Officer of the Borrower setting forth in the format of Schedule VI all Intellectual

Property of any Grantor in existence on the date thereof that, if it had existed on the Closing Date, would have been required to be listed in such Schedule, and not then listed on such Schedules or previously so identified to the Collateral Agent.

(d) Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Article 9 Collateral against all persons and to defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 6.02 of the Credit Agreement.

(e) Each Grantor agrees, at its own expense, promptly to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to obtain, preserve, protect and perfect (to the extent that perfection can be achieved under any applicable law by such filings and actions) the Security Interest and the rights and remedies created hereby, including the payment of any fees and Taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing or continuation statements (including fixture filings) or other documents in connection herewith or therewith; provided that no Grantor shall be required to enter into a control agreement with respect to any Excluded Account. If any amount payable to any Grantor under or in connection with any of the Article 9 Collateral shall be or become evidenced by any promissory note or other instrument with a face amount in excess of $1,000,000, such note or instrument shall be promptly pledged and delivered to the Collateral Agent, duly endorsed in a manner reasonably satisfactory to the Collateral Agent.

Without limiting the generality of the foregoing, each Grantor hereby authorizes the Collateral Agent, with prompt notice thereof to the Grantors, to supplement this Agreement by supplementing Schedule VI or adding additional schedules hereto to identify specifically any asset or item of a Grantor that may, in the Collateral Agent’s reasonable judgment, constitute Copyrights, Licenses, Patents or Trademarks; provided that any Grantor shall have the right, exercisable within 30 days after it has been notified by the Collateral Agent of the specific identification of such Collateral, to advise the Collateral Agent in writing of any inaccuracy of the representations and warranties made by such Grantor hereunder with respect to such Collateral. Each Grantor agrees that it will use its commercially reasonable efforts to take such action as shall be necessary, and which the Collateral Agent may from time to time reasonably request, in order that all representations and warranties hereunder shall be true and correct in all material respects with respect to such Collateral within 45 days after the date it has been notified by the Collateral Agent of the specific identification of such Collateral and any such request.

(f) Without limiting the provisions of Section 5.07 of the Credit Agreement, the Collateral Agent and such persons as the Collateral Agent may designate shall have the right to inspect, subject to a reasonable prior notice to each Grantor, the Article 9 Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Article 9 Collateral is located, to

discuss the applicable Grantor’s affairs with the officers of such Grantor and its independent accountants and to verify the existence, validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Article 9 Collateral, including, in the case of Accounts or other Article 9 Collateral in the possession of any third person, after the occurrence and during the continuance of an Event of Default, by contacting Account Debtors or the third person possessing such Article 9 Collateral for the purpose of making such a verification, subject in each case to the requirements of applicable law, including healthcare laws, data privacy and third party confidentiality obligations all at the expense of the Borrower; provided that, except as set forth in Section 5.07(b) of the Credit Agreement and excluding any such visits and inspections during the continuation of an Event of Default, only one such visit during any fiscal year shall be at the Borrower’s expense. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party, subject in each case to the requirements of applicable law, including healthcare laws, data privacy and third party confidentiality obligations.

(g) At its option, upon the occurrence and during the continuation of a Default or an Event of Default, the Collateral Agent may with five Business Days’, prior written notice to the relevant Grantor discharge past due Taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not expressly permitted pursuant to Section 5.03 or Section 6.02 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent within five Business Days after written demand for any reasonable payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to Taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

(h) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other person valued in excess of $1,000,000 to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Collateral Agent for the ratable benefit of the Secured Parties. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other person granting the security interest.

(i) Except to the extent otherwise expressly agreed by the Collateral Agent, each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold

harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance in accordance with Section 7.06 of this Agreement.

(j) No Grantor shall make or permit to be made an assignment, pledge or hypothecation of the Article 9 Collateral or shall grant any other Lien in respect of the Article 9 Collateral or permit any notice to be filed under the Assignment of Claims Act, except, in each case, as expressly permitted by Section 6.02 of the Credit Agreement. No Grantor shall make or permit to be made any transfer of the Article 9 Collateral, except as permitted by the Credit Agreement.

(k) No Grantor will, without the Collateral Agent’s prior written consent, grant any extension of the time of payment of any Accounts included in the Article 9 Collateral, compromise, compound or settle the same for less than the full amount thereof (unless the aggregate amount of such compromised or settled Accounts in any fiscal year is not in excess of $5,000,000), release, wholly or partly, any person liable for the payment thereof (unless the aggregate amount of such compromised or settled Accounts in any fiscal year is not in excess of $5,000,000) or allow any credit or discount whatsoever thereon (unless the aggregate amount of such compromised or settled Accounts in any fiscal year is not in excess of $5,000,000), other than extensions, credits, discounts, compromises, compoundings or settlements in each case granted or made in the ordinary course of business.

(l) Each Grantor, at its own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to the Inventory and Equipment in accordance with the requirements set forth in Section 5.02 of the Credit Agreement. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto (provided that the Collateral Agent shall give five Business Days’ prior written notice to such Grantor prior to exercising its rights in such capacity). In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or under the Credit Agreement or to pay any premium in whole or part relating thereto, the Collateral Agent may, without waiving or releasing any obligation or liability of any Grantor hereunder or any Default or Event of Default, in its sole reasonable discretion, upon notice to the Grantors, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent reasonably deems advisable. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, out-of-pocket expenses and other charges relating thereto, shall be payable, within five Business Days of written demand (accompanied by supporting documentation therefor in reasonable detail) by the Grantors to the Collateral Agent and shall be additional Obligations secured hereby.

SECTION 4.04. Other Actions. In order to further insure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Security Interest in the Article 9 Collateral, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Article 9 Collateral:

(a) Instruments. If any Grantor shall at any time hold or acquire any Instruments (other than (x) any Instruments in an amount no greater than $1,000,000 and (y) any Instruments representing loans or advances permitted under Section 6.04(c) of the Credit Agreement, to the extent such Instruments represent Indebtedness excluded from the requirements of subclause (ii) of such Section), that have not been pledged hereunder, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent or, prior to the Discharge of Term Loan/Notes Obligations and with respect to Term Loan/Notes Priority Collateral, deliver the same to the Term Loan Collateral Agent, as gratuitous bailee, accompanied by such undated instruments of endorsement, transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

(b) Investment Property. Without limiting each Grantor’s obligations under Article III, if any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities.

(c) Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any material Electronic Chattel Paper or any material “transferable record”, as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall promptly notify the Collateral Agent thereof and, at the reasonable request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent or, prior to the Discharge of Term Loan/Notes Obligations and with respect to the Term Loan/Notes Priority Collateral, to the Term Loan Collateral Agent, as gratuitous bailee, control under New York UCC Section 9-105 of such Electronic Chattel Paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of control, for the Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the

Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record. Notwithstanding the foregoing, no Grantor shall be obligated to deliver to the Collateral Agent any Electronic Chattel Paper held by such Grantor with a face amount less than $1,000,000, provided that the aggregate face amount of the Electronic Chattel Paper so excluded pursuant to this sentence shall not exceed $10,000,000 at any time.

(d) Letter-of-Credit Rights. If any Grantor is at any time a beneficiary under a letter of credit with a face amount exceeding $2,000,000 now or hereafter issued in favor of such Grantor, such Grantor shall promptly notify the Collateral Agent thereof and, at the request and option of the Collateral Agent, such Grantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under the letter of credit or (ii) arrange for the Collateral Agent to become the transferee beneficiary of the letter of credit, with the Collateral Agent agreeing, in each case, that the proceeds of any drawing under the letter of credit are to be paid to the applicable Grantor unless an Event of Default has occurred or is continuing.

(e) Commercial Tort Claims. If any Grantor shall at any time hold or acquire a Commercial Tort Claim in an amount reasonably estimated to exceed $5,000,000, the Grantor shall promptly notify the Collateral Agent thereof in a writing signed by such Grantor including a summary description of such claim and grant to the Collateral Agent, for the ratable benefit of the Secured Parties, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent.

SECTION 4.05. Covenants Regarding Patent, Trademark and Copyright Collateral. In each case unless otherwise decided by such Grantor in its reasonable business judgment or such Collateral is not material to the business of such Grantor:

(a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that is material to the conduct of such Grantor’s business may become invalidated or dedicated to the public, and agrees that it shall continue to mark any products covered by a Patent with the relevant patent number to the extent necessary and sufficient to establish and preserve its maximum rights under applicable patent laws, to the extent required by applicable law.

(b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable

law, to the extent required by applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights.

(c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a material Copyright or exclusive Copyright License, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice to the extent necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws, to the extent required by applicable law.

(d) Each Grantor shall notify the Collateral Agent promptly if it knows that any Patent, Trademark or Copyright material to the conduct of its business has or is likely to become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark, Copyright or exclusive Copyright License, its right to register the same, or its right to keep and maintain the same.

(e) If any Grantor, either itself or through any agent, employee, licensee or designee, files an application for any Patent, Trademark, Copyright or exclusive Copyright License (or for the registration of any Trademark, Copyright or exclusive Copyright License) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States, or otherwise acquires any such Patent, Trademark, Copyright or exclusive Copyright License (or any application with respect thereto), the Grantor shall so notify the Collateral Agent, and, upon request of the Collateral Agent, shall execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed.

(f) Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks, Copyrights or exclusive Copyright Licenses that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties.

(g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions, if consistent with good business judgment, as are reasonably appropriate under the circumstances to protect such Article 9 Collateral.

(h) Upon the occurrence and during the continuance of an Event of Default, upon the reasonable request of the Collateral Agent, each Grantor shall use its best efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License, and each other material License, to effect the assignment of all such Grantor’s right, title and interest thereunder to the Collateral Agent, for the ratable benefit of the Secured Parties, or its designee.

ARTICLE V

Remedies

SECTION 5.01. Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right to take any of or all the following actions at the same or different times: (a) with respect to any Article 9 Collateral consisting of Intellectual Property or Licenses, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the applicable Grantor to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Article 9 Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and (b) with or without legal process and with or without prior notice or demand for performance, to take possession of the Article 9 Collateral and without liability for trespass to enter any premises where the Article 9 Collateral may be located for the purpose of taking possession of or removing the Article 9 Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the requirements of applicable law, including any applicable healthcare laws, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent

shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give each applicable Grantor 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by applicable law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a

judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. To the fullest extent permitted under applicable law, any sale pursuant to the provisions of this Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

SECTION 5.02. Application of Proceeds. Subject to the terms of the ABL Intercreditor Agreement, if an Event of Default shall have occurred and is continuing, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows:

FIRST, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document, as applicable) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document, as applicable;

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

THIRD, to pay accrued but unpaid interest on any Protective Advances;

FOURTH, to pay the principal of any Protective Advances;

FIFTH, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution);

SIXTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion (subject to the ABL Intercreditor Agreement) as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

SECTION 5.03. Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, and shall be effective only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.

SECTION 5.04. Securities Act, Etc. In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the U.S. Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion (a) to the fullest extent permitted by applicable Federal Securities Laws, may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as

aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 5.04 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

ARTICLE VI

Indemnity, Subrogation and Subordination

SECTION 6.01. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 6.03), the Borrower agrees that (a) in the event a payment shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a claim of any Secured Party, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

SECTION 6.02. Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the Closing Date and the denominator shall be the aggregate net worth of all the Guarantors on the Closing Date (or, in the case of any Guarantor becoming a party hereto after the Closing Date, the date on which such party became a Guarantor hereunder). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

SECTION 6.03. Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 6.01 and 6.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the payment in full in cash of the Obligations (other than contingent indemnification obligations for which no claim has been made). No failure on the part of the Borrower or any Guarantor to make the payments required by Sections 6.01 and 6.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of its obligations hereunder.

(b) The Borrower and each Guarantor hereby agree that all Indebtedness and other monetary obligations owed by it to the Borrower or any Subsidiary shall be fully subordinated to the payment in full in cash of the Obligations; provided that, as long as no Event of Default shall have occurred and be continuing, nothing in this Section 6.03(b) shall prohibit any payments or distributions permitted by the Credit Agreement.

ARTICLE VII

Miscellaneous

SECTION 7.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Guarantor shall be given to it in care of the Borrower as provided in Section 9.01 of the Credit Agreement.

SECTION 7.02. Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to the foregoing, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement.

SECTION 7.03. Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders, the Issuing Banks and the other Secured Parties and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender, any Issuing Bank or any other Secured Party or on their behalf and notwithstanding that the Collateral Agent, any Issuing Bank, any Lender or any other Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan, or any fee or any other amount payable under any Loan Document is outstanding and unpaid or the aggregate L/C Exposure does not equal zero (except for outstanding Letters of Credit subject to arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank) and so long as the Commitments have not expired or terminated.

SECTION 7.04. Binding Effect; Several Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other Secured Parties and their respective successors and permitted assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated or permitted by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

SECTION 7.05. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and permitted assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and permitted assigns.

SECTION 7.06. Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 9.05 of the Credit Agreement.

(b) Without limitation or duplication of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all actual losses, claims, damages, liabilities, penalties and related reasonable out of pocket expenses, including the reasonable fees, charges and disbursements of one counsel in each relevant jurisdiction (and any such additional counsel, if necessary, as a result of actual or potential conflicts of interest) for all Indemnitees, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any agreement or instrument contemplated hereby or any claim, litigation, investigation or proceeding relating to any of the foregoing or to the Collateral, regardless of whether any Indemnitee is a party thereto or whether initiated by a third party or by a Loan Party or any Affiliate thereof; provided, however, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, penalties or related expenses are determined by a court of competent jurisdiction by final judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee. To the extent permitted by applicable law, neither any Grantor nor the Collateral Agent nor any Indemnitee shall assert, and each hereby waives any claim against any Indemnitee, any Grantor and the Collateral Agent, on any theory of liability,

for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of proceeds thereof.

(c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 7.06 shall be payable within 30 days after written demand therefor and shall bear interest, on and from the date of demand, at the rate specified in Section 2.06(a) of the Credit Agreement.

SECTION 7.07. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent as the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (provided, that to the extent written notice is not required hereunder, the Collateral Agent shall use commercially reasonable efforts to provide notice to such Grantor, though its rights hereunder are not conditioned thereon) (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) upon three Business Days’ prior written notice to such Grantor, to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral, (d) upon three Business Days’ prior written notice to such Grantor, to send verifications of Accounts Receivable to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, (g) upon three Business Days’ prior written notice to such Grantor, to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent, and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the

Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, wilful misconduct or bad faith.

SECTION 7.08. Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 7.09. Waivers; Amendment. (a) No failure or delay by the Collateral Agent, the Administrative Agent, any Issuing Bank, any Lender or any other Secured Party in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver hereof or thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent, the Administrative Agent, the Issuing Banks, the Lenders and the other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b) Subject to the terms of the ABL Intercreditor Agreement, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent (acting at the direction, or with the consent, of the Required Lenders) and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement.

SECTION 7.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY

HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10.

SECTION 7.11. Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7.12. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 7.04. Delivery of an executed signature page to this Agreement by facsimile transmission or electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

SECTION 7.13. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 7.14. Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction.

(b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 7.14. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each of the parties hereto hereby irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by law.

SECTION 7.15. Termination or Release. (a) Subject to Section 2.04, this Agreement, the guarantees made herein, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall automatically terminate and be released when all the Obligations (other than contingent indemnification obligations for which no claim has been made) have been paid in full in cash and the Lenders have no further commitment to lend under the Credit Agreement, the aggregate L/C Exposure has been reduced to zero (or the only outstanding Letters of Credit have become subject to arrangements reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank) and the Issuing Banks have no further obligations to issue Letters of Credit under the Credit Agreement.

(b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement (or consented to in writing pursuant to Section 9.08 of the Credit Agreement) as a result of which such Subsidiary Guarantor ceases to be a Subsidiary, or in accordance with Section 9.09(c) of the Credit Agreement.

(c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement to any person that is not the Borrower or a Guarantor (including any Permitted Securitization Transaction), or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released.

(d) Upon notification by the Borrower to the Collateral Agent that a Subsidiary Guarantor is a Non-Significant Subsidiary, and would not be required to become a Guarantor in accordance with the Credit Agreement, the Collateral Agent shall release the obligations of such Subsidiary hereunder and the Security Interests created hereunder in the Collateral of such Subsidiary Guarantor.

(e) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s expense, all Uniform Commercial Code termination

statements and similar documents that such Grantor shall reasonably request to evidence such termination or release, and all assignments or other instruments of transfer as may be necessary to reassign to such Grantor all rights, titles and interests in any relevant Intellectual Property as may have been assigned to the Collateral Agent and/or its designees, subject to any disposition thereof that may have been made by the Collateral Agent and/or its designees in accordance with the terms of this Agreement, and all rights and license granted to the Collateral Agent and/or its designees in or to any such Intellectual Property pursuant to this Agreement shall automatically and immediately terminate and all rights shall automatically and immediately revert to such Grantor. Any execution and delivery of documents pursuant to this Section 7.15 shall be without recourse to or representation or warranty by the Collateral Agent or any Secured Party. Without limiting the provisions of Section 7.06, the Borrower shall reimburse the Collateral Agent upon demand for all costs and out of pocket expenses, including the reasonable fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 7.15.

SECTION 7.16. Additional Subsidiaries. Any Subsidiary that is required to become a party hereto pursuant to Section 5.12 of the Credit Agreement shall enter into this Agreement as a Subsidiary Guarantor and a Grantor upon becoming such a Subsidiary. Upon execution and delivery by the Collateral Agent and such Subsidiary of a supplement in the form of Exhibit A hereto, such Subsidiary shall become a Subsidiary Guarantor and a Grantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor and a Grantor herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

SECTION 7.17. Right of Setoff. If an Event of Default shall have occurred and is continuing, each Secured Party and its Affiliates hereby are authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all Collateral (including any deposits (general or special, time or demand, provisional or final (other than tax accounts, trust accounts or payroll accounts))) at any time held and other obligations at any time owing by such Secured Party or any of its Affiliates to or for the credit or the account of any Grantor against any and all of the obligations of such Grantor now or hereafter existing under this Agreement and the other Loan Documents held by such Secured Party, provided that at such time such obligations are due or payable. The rights of each Secured Party and its Affiliates under this Section 7.17 are in addition to other rights and remedies (including other rights of setoff) which such Secured Party or its Affiliates may have. The applicable Secured Party shall notify such Grantor and the Collateral Agent of any such setoff and application made by such Secured Party, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Secured Party expressly waives its right of setoff (and any similar right including bankers’ liens) with respect to all lockboxes, collection accounts and other cash management accounts maintained by any Grantor and into which any collections for

Government Accounts are deposited. For purposes hereof, “Government Accounts” shall mean all accounts on which any federal or state government unit or any intermediary for any federal or state government unit is the obligor.

SECTION 7.18. ABL INTERCREDITOR AGREEMENT GOVERNS. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES ARE SUBJECT TO THE PROVISIONS OF THE ABL INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE ABL INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE PROVISIONS OF THE ABL INTERCREDITOR AGREEMENT SHALL CONTROL.

[Remainder of page intentionally left blank]

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


			CHS/COMMUNITY HEALTH SYSYEMS, INC., as the Borrower and a Grantor

			By:			/s/ Edward W. Lomicka
						Name: Edward W. Lomicka
						Title: Vice President and Treasurer

			COMMUNITY HEALTH SYSYEMS, INC., as Parent, a Grantor and a Guarantor

			By:			/s/ Edward W. Lomicka
						Name: Edward W. Lomicka
						Title: Vice President and Treasurer


		Abilene Hospital, LLC, Abilene Merger, LLC, Affinity Health Systems, LLC, Affinity Hospital, LLC, Berwick Hospital Company, LLC, Biloxi H.M.A., LLC, Birmingham Holdings II, LLC, Birmingham Holdings, LLC, Bluefield Holdings, LLC, Bluefield Hospital Company, LLC, Bluffton Health System LLC, Brandon HMA, LLC, Brownwood Hospital, L.P., Brownwood Medical Center, LLC, Bullhead City Hospital Corporation, Bullhead City Hospital Investment Corporation, Campbell County HMA, LLC, Carlsbad Medical Center, LLC, Carolinas Holdings, LLC, Carolinas JV Holdings General, LLC, Carolinas JV Holdings, L.P., Central Florida HMA Holdings, LLC, Central States HMA Holdings, LLC, Chester HMA, LLC, Chestnut Hill Health System, LLC, CHHS Holdings, LLC, CHHS Hospital Company, LLC, CHS Pennsylvania Holdings, LLC, CHS Receivables Funding, LLC CHS Tennessee Holdings, LLC, CHS Virginia Holdings, LLC, Citrus HMA, LLC, Clarksville Holdings II, LLC, Clarksville Holdings, LLC, Cleveland Hospital Company, LLC, Cleveland Tennessee Hospital Company, LLC, Clinton HMA, LLC, Coatesville Hospital Corporation, Cocke County HMA, LLC, College Station Hospital, L.P., College Station Medical Center, LLC, as Grantors and Subsidiary Guarantors


		College Station Merger, LLC, Community Health Investment Company, LLC, CP Hospital GP, LLC, CPLP, LLC, Crestwood Healthcare, L.P., Crestwood Hospital LP, LLC, Crestwood Hospital, LLC, CSMC, LLC, Deaconess Holdings, LLC, Deaconess Hospital Holdings, LLC, Desert Hospital Holdings, LLC, Detar Hospital, LLC, DHFW Holdings, LLC, Dukes Health System, LLC, Dyersburg Hospital Company, LLC, Emporia Hospital Corporation, Florida HMA Holdings, LLC, Foley Hospital Corporation, Fort Smith HMA, LLC, Frankfort Health Partner, Inc., Franklin Hospital Corporation, Gadsden Regional Medical Center, LLC, Gaffney H.M.A., LLC, Granbury Hospital Corporation, GRMC Holdings, LLC, Hallmark Healthcare Company, LLC, Health Management Associates, LLC, Health Management Associates, LP, Health Management General Partner I, LLC, Health Management General Partner, LLC, HMA Fentress County General Hospital, LLC, HMA Hospitals Holdings, LP, HMA Santa Rosa Medical Center, LLC, HMA Services GP, LLC, HMA-TRI Holdings, LLC, Hobbs Medco, LLC, Hospital Management Associates, LLC, Hospital Management Services of Florida, LP, Hospital of Morristown, LLC, Jackson HMA, LLC, as Grantors and Subsidiary Guarantors



		By:		/s/ Edward W. Lomicka
				Name: Edward W. Lomicka
				Title: Vice President and Treasurer


		Jackson Hospital Corporation, Jefferson County HMA, LLC, Kay County Hospital Corporation, Kay County Oklahoma Hospital Company, LLC, Kennett HMA, LLC, Key West HMA, LLC, Kirksville Hospital Company, LLC, Knoxville HMA Holdings, LLC, Lakeway Hospital Company, LLC, Lancaster Hospital Corporation, Laredo Texas Hospital Company, L.P., Las Cruces Medical Center, LLC, Lea Regional Hospital, LLC, Lebanon HMA, LLC, Longview Clinic Operations Company, LLC, Longview Medical Center, L.P., Longview Merger, LLC, LRH, LLC, Lutheran Health Network of Indiana, LLC, Madison HMA, LLC, Marshall County HMA, LLC, Martin Hospital Company, LLC, Mary Black Health System, LLC, MCSA, L.L.C., Medical Center of Brownwood, LLC, Metro Knoxville HMA, LLC, Mississippi HMA Holdings I, LLC, Mississippi HMA Holdings II, LLC, Moberly Hospital Company, LLC, Naples HMA, LLC, Natchez Hospital Company, LLC, National Healthcare of Leesville, Inc., Navarro Hospital, L.P., Navarro Regional, LLC, NC-DSH, LLC, Northwest Arkansas Hospitals, LLC, Northwest Hospital, LLC, NOV Holdings, LLC, NRH, LLC, Oak Hill Hospital Corporation, as Grantors and Subsidiary Guarantors


		Oro Valley Hospital, LLC, Palmer-Wasilla Health System, LLC, Pasco Regional Medical Center, LLC Pennsylvania Hospital Company, LLC, Phoenixville Hospital Company, LLC, Poplar Bluff Regional Medical Center, LLC, Port Charlotte HMA, LLC Pottstown Hospital Company, LLC, Punta Gorda HMA, LLC, QHG Georgia Holdings II, LLC QHG Georgia Holdings, Inc. QHG Georgia, LP, QHG of Bluffton Company, LLC, QHG of Clinton County, Inc., QHG of Enterprise, Inc., QHG of Forrest County, Inc., QHG of Fort Wayne Company, LLC, QHG of Hattiesburg, Inc., QHG of South Carolina, Inc. QHG of Spartanburg, Inc., QHG of Springdale, Inc., Regional Hospital of Longview, LLC River Oaks Hospital, LLC, River Region Medical Corporation, ROH, LLC, Roswell Hospital Corporation, Ruston Hospital Corporation Ruston Louisiana Hospital Company, LLC, SACMC, LLC, Salem Hospital Corporation, San Angelo Community Medical Center, LLC, San Angelo Medical, LLC, Scranton Holdings, LLC, Scranton Hospital Company, LLC, Scranton Quincy Holdings, LLC, Scranton Quincy Hospital Company, LLC, Seminole HMA, LLC, Shelbyville Hospital Company, LLC, Siloam Springs Arkansas Hospital Company, LLC Siloam Springs Holdings, LLC, as Grantors and Subsidiary Guarantors



		By:		/s/ Edward W. Lomicka
				Name: Edward W. Lomicka
				Title: Vice President and Treasurer


		Southeast HMA Holdings, LLC, Southern Texas Medical Center, LLC Southwest Florida HMA Holdings, LLC, Statesville HMA, LLC, Tennessee HMA Holdings, LP, Tennyson Holdings, LLC, Tomball Texas Holdings, LLC, Tomball Texas Hospital Company, LLC, Triad Healthcare, LLC, Triad Holdings III, LLC, Triad Holdings IV, LLC, Triad Holdings V, LLC, Triad Nevada Holdings, LLC, Triad of Alabama, LLC, Triad-ARMC, LLC, Triad-El Dorado, Inc., Triad-Navarro Regional Hospital Subsidiary, LLC, Tullahoma HMA, LLC, Tunkhannock Hospital Company, LLC, Van Buren H.M.A., LLC, Venice HMA, LLC, VHC Medical, LLC, Vicksburg Healthcare, LLC, Victoria Hospital, LLC, Victoria of Texas, L.P. Virginia Hospital Company, LLC, Weatherford Hospital Corporation, Weatherford Texas Hospital Company, LLC, Webb Hospital Corporation, Webb Hospital Holdings, LLC, Wesley Health System LLC, WHMC, LLC, Wilkes-Barre Behavioral Hospital Company, LLC Wilkes-Barre Holdings, LLC, Wilkes-Barre Hospital Company, LLC Woodland Heights Medical Center, LLC, Woodward Health System, LLC as Grantors and Subsidiary Guarantors

JPMORGAN CHASE BANK, N.A.,

as Collateral Agent



By:		/s/ Joseph M. McShane
		Name: Joseph M. McShane
		Title: Vice President

Schedule I to the Guarantee and

Collateral Agreement

EXACT LEGAL NAMES AND OTHER INFORMATION


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
1.	Community Health Systems, Inc.	Delaware	2631063	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
2.	CHS/Community Health Systems, Inc.	Delaware	2057824	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
3.	Abilene Hospital, LLC	Delaware	3561884	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
4.	Abilene Merger, LLC	Delaware	3561879	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
5.	Affinity Health Systems, LLC	Delaware	4023256	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
6.	Affinity Hospital, LLC	Delaware	4023245	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Grandview Medical Center 3690 Grandview Parkway Birmingham, AL 35243 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
7.	Berwick Hospital Company, LLC	Delaware	4447833	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Berwick Hospital Center 701 East 16th Street Berwick, PA 18603 Professional Account Services, Inc. 7000 Commerce Way, Suite 100 Brentwood, TN 37027
8.	Biloxi H.M.A., LLC	Mississippi	938583	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Merit Health Biloxi 150 Reynoir Street Biloxi, MS 39530 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027

Schedule I - 2


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
9.	Birmingham Holdings II, LLC	Delaware	4559514	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
10.	Birmingham Holdings, LLC	Delaware	4014204	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
11.	Bluefield Holdings, LLC	Delaware	4812809	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
12.	Bluefield Hospital Company, LLC	Delaware	4812810	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Bluefield Regional Medical Center 500 Cherry Street Bluefield, WV 24701 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
13.	Bluffton Health System LLC	Delaware	3089523	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Bluffton Regional Medical Center 303 S. Main Street Bluffton, IN 46714 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
14.	Brandon HMA, LLC	Mississippi	938712	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Merit Health Rankin 350 Crossgates Boulevard Brandon, MS 39042 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
15.	Brownwood Hospital, L.P.	Delaware	2967928	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Brownwood Regional Medical Center 1501 Burnet Drive Brownwood, TX 76801 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
16.	Brownwood Medical Center, LLC	Delaware	2964283	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A

Schedule I - 3


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
17.	Bullhead City Hospital Corporation	Arizona	09397220	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Western Arizona Regional Medical Center 2735 Silver Creek Road Bullhead City, AZ 86442 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
18.	Bullhead City Hospital Investment Corporation	Delaware	3844912	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
19.	Campbell County HMA, LLC	Tennessee	660519	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	LaFollette Medical Center 923 East Central Ave. LaFollette, TN 37766 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
20.	Carlsbad Medical Center, LLC	Delaware	2964276	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Carlsbad Medical Center 2430 W. Pierce Carlsbad, NM 88220 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
21.	Carolinas Holdings, LLC	Delaware	4521156	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
22.	Carolinas JV Holdings General, LLC	Delaware	4521157	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
23.	Carolinas JV Holdings, L.P.	Delaware	4521161	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
24.	Central Florida HMA Holdings, LLC	Delaware	4634571	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A

Schedule I - 4


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
25.	Central States HMA Holdings, LLC	Delaware	4634573	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
26.	Chester HMA, LLC	South Carolina	N/A	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Chester Regional Medical Center One Medical Park Drive Chester, SC 29706 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
27.	Chestnut Hill Health System, LLC	Delaware	3914878	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
28.	CHHS Holdings, LLC	Delaware	3914324	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
29.	CHHS Hospital Company, LLC	Delaware	3917580	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
30.	CHS Pennsylvania Holdings, LLC	Delaware	4474748	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
31.	CHS Receivables Funding, LLC	Delaware	5099211	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
32.	CHS Tennessee Holdings, LLC	Delaware	5736132	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
33.	CHS Virginia Holdings, LLC	Delaware	4474750	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A

Schedule I - 5


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
34.	Citrus HMA, LLC	Florida	L08000108791	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Seven Rivers Regional Medical Center 6201 N. Suncoast Blvd. Crystal River, FL ###-###-#### Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
35.	Clarksville Holdings II, LLC	Delaware	5169339	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
36.	Clarksville Holdings, LLC	Delaware	4014187	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
37.	Cleveland Hospital Company, LLC	Tennessee	289046	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
38.	Cleveland Tennessee Hospital Company, LLC	Delaware	4589625	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Tennova Healthcare – Cleveland 2305 Chambliss Avenue Cleveland, TN 37311 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
39.	Clinton HMA, LLC	Oklahoma	3512339859	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Alliance Health Clinton 100 North 30^th Street Clinton, OK 73601 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
40.	Coatesville Hospital Corporation	Pennsylvania	2987105	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027

Schedule I - 6


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
41.	Cocke County HMA, LLC	Tennessee	660506	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Newport Medical Center 435 Second Street Newport, TN 37821 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
42.	College Station Hospital, L.P.	Delaware	2967943	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	College Station Medical Center 1604 Rock Prairie Road College Station, TX 77845 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
43.	College Station Medical Center, LLC	Delaware	2964215	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
44.	College Station Merger, LLC	Delaware	3000998	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
45.	Community Health Investment Company, LLC	Delaware	2066922	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
46.	CP Hospital GP, LLC	Delaware	4072307	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
47.	CPLP, LLC	Delaware	4072308	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
48.	Crestwood Healthcare, L.P.	Delaware	2616459	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	College Station Medical Center 1604 Rock Prairie Road College Station, TX 77845 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027

Schedule I - 7


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
49.	Crestwood Hospital LP, LLC	Delaware	2964362	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
50.	Crestwood Hospital, LLC	Delaware	3000931	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
51.	CSMC, LLC	Delaware	2964231	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
52.	Deaconess Holdings, LLC	Delaware	2575694	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
53.	Deaconess Hospital Holdings, LLC	Delaware	3931158	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
54.	Desert Hospital Holdings, LLC	Delaware	4272332	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
55.	Detar Hospital, LLC	Delaware	2947802	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
56.	DHFW Holdings, LLC	Delaware	4562267	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
57.	Dukes Health System, LLC	Delaware	3575662	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Dukes Memorial Hospital 275 West 12th Street Peru, IN ###-###-#### Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027

Schedule I - 8


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
58.	Dyersburg Hospital Company, LLC	Tennessee	435828	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Tennova Healthcare - Dyersburg Regional 400 Tickle Street Dyersburg, TN 38024 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
59.	Emporia Hospital Corporation	Virginia	0514489-4	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Southern Virginia Regional Medical Center 727 North Main Street Emporia, VA 23847 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
60.	Florida HMA Holdings, LLC	Delaware	4634568	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
61.	Foley Hospital Corporation	Alabama	208-366	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	South Baldwin Regional Medical Center 1613 North McKenzie Street Foley, AL 36535 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
62.	Fort Smith HMA, LLC	Arkansas	800164237	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Sparks Regional Medical Center PO Box 2406 (1001 Towson Ave.) Fort Smith, AR 72902 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
63.	Frankfort Health Partner, Inc.	Indiana	1997030055	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A

Schedule I - 9


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
64.	Franklin Hospital Corporation	Virginia	0529059-8	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Southampton Memorial Hospital 100 Fairview Drive Franklin, VA 23851 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
65.	Gadsden Regional Medical Center, LLC	Delaware	4275573	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Gadsden Regional Medical Center 1007 Goodyear Avenue Gadsden, AL 35903 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
66.	Gaffney H.M.A., LLC	South Carolina	N/A	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Mary Black Health System – Gaffney 1530 North Limestone Street Gaffney, SC 29340 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
67.	Granbury Hospital Corporation	Texas	142527600	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Lake Granbury Medical Center 1310 Paluxy Road Granbury, TX 76048 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
68.	GRMC Holdings, LLC	Delaware	4272335	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	5800 Tennyson Parkway Plano, TX 75024
69.	Hallmark Healthcare Company, LLC	Delaware	924764	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
70.	Health Management Associates, LLC	Delaware	879607	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A

Schedule I - 10


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
71.	Health Management Associates, LP	Delaware	4769167	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
72.	Health Management General Partner I, LLC	Delaware	5267241	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
73.	Health Management General Partner, LLC	Delaware	5266667	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
74.	HMA Fentress County General Hospital, LLC	Tennessee	0160892	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Tennova Healthcare - Jamestown 436 Central Avenue West Jamestown, TN 38556 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
75.	HMA Hospitals Holdings, LP	Delaware	4634558	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
76.	HMA Santa Rosa Medical Center, LLC	Florida	L08000118053	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Santa Rosa Medical Center 6002 Berryhill Road Milton, FL 32570 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
77.	HMA Services GP, LLC	Delaware	5266665	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
78.	HMA-TRI Holdings, LLC	Delaware	5835808	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
79.	Hobbs Medco, LLC	Delaware	3000933	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A

Schedule I - 11


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
80.	Hospital Management Associates, LLC	Florida	L13000001937	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
81.	Hospital Management Services of Florida, LP	Florida	A13000000018	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
82.	Hospital of Morristown, LLC	Tennessee	264618	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Lakeway Regional Hospital 726 McFarland Street Morristown, TN 37814 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
83.	Jackson HMA, LLC	Mississippi	938738	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Merit Health Central 1850 Chadwick Drive Jackson, MS 39204 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
84.	Jackson Hospital Corporation	Tennessee	435834	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
85.	Jefferson County HMA, LLC	Tennessee	660508	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Jefferson Memorial Hospital 110 Hospital Drive Jefferson City, TN Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
86.	Kay County Hospital Corporation	Oklahoma	1912092200	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A

Schedule I - 12


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
87.	Kay County Oklahoma Hospital Company, LLC	Oklahoma	3512092198	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	AllianceHealth Ponca City 1900 North 14th Street Ponca City, OK 74601 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
88.	Kennett HMA, LLC	Missouri	00538970	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Twin Rivers Regional Medical Center 1301 First Street Kennett, MO ###-###-#### Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
89.	Key West HMA, LLC	Florida	L08000108767	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Lower Keys Medical Center 5900 College Road Key West, Florida 33040 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
90.	Kirksville Hospital Company, LLC	Delaware	4447853	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
91.	Knoxville HMA Holdings, LLC	Tennessee	660504	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
92.	Lakeway Hospital Company, LLC	Tennessee	278113	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A

Schedule I - 13


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
93.	Lancaster Hospital Corporation	Delaware	2436981	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Ponca City Medical Center 1900 North 14th Street Ponca City, OK 74601 Professional Account Services, Inc. 7000 Commerce Way, Suite 100 Brentwood, TN 37027
94.	Laredo Texas Hospital Company, L.P.	Texas	800237874	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Laredo Medical Center 1700 East Saunders Laredo, TX 78041 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
95.	Las Cruces Medical Center, LLC	Delaware	3306969	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	MountainView Regional Medical Center 4311 East Lohman Avenue Las Cruces, NM 88011 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
96.	Lea Regional Hospital, LLC	Delaware	2964402	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Lea Regional Medical Center 5419 N. Lovington Hwy Hobbs, NM 88240 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
97.	Lebanon HMA, LLC	Tennessee	453277	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Tennova Healthcare - Lebanon 1411 W. Baddour Parkway Lebanon, TN 370872513 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
98.	Longview Clinic Operations Company, LLC	Delaware	5118886	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A

Schedule I - 14


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
99.	Longview Medical Center, L.P.	Delaware	2964553	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Longview Regional Medical Center 2901 N. Fourth Street (P.O. Box 14000 / zip 75607) Longview, TX 75605 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
100.	Longview Merger, LLC	Delaware	3000918	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
101.	LRH, LLC	Delaware	2964430	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
102.	Lutheran Health Network of Indiana, LLC	Delaware	2964221	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
103.	Madison HMA, LLC	Mississippi	938594	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Merit Health Madison 161 River Oaks Drive PO Box 1607 (zip code 39046-1607) Canton, MS 39046 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
104.	Marshall County HMA, LLC	Oklahoma	3512339852	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	AllianceHealth Madill 901 S. 5th Ave. Madill, OK 73446 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
105.	Martin Hospital Company, LLC	Tennessee	435833	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Tennova Healthcare – Volunteer Martin 161 Mt. Pelia Road Martin, TN 38237 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027

Schedule I - 15


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
106.	Mary Black Health System LLC	Delaware	2623318	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Mary Black Health System – Spartanburg 1700 Skylyn Drive Spartanburg, SC 29307 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
107.	MCSA, L.L.C.	Arkansas	100129761	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Medical Center of South Arkansas 700 W. Grove Street El Dorado, AR 71730 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
108.	Medical Center of Brownwood, LLC	Delaware	2964442	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
109.	Metro Knoxville HMA, LLC	Tennessee	660505	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	North Knoxville Medical Center 7565 Dannaher Drive Powell, TN 37849 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
110.	Mississippi HMA Holdings I, LLC	Delaware	4634574	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
111.	Mississippi HMA Holdings II, LLC	Delaware	4634575	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
112.	Moberly Hospital Company, LLC	Delaware	4447851	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Moberly Regional Medical Center 1515 Union Avenue Moberly, MO 65270 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027

Schedule I - 16


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
113.	Naples HMA, LLC	Florida	L08000107925	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Physicians Regional Medical Center - Collier 8300 Collier Blvd. Naples, FL 34114 Physicians Regional Medical Center - Pine Ridge 6101 Pine Ridge Road Naples, FL 34119 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
114.	Natchez Hospital Company, LLC	Delaware	5526452	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Merit Health Natchez 54 Seargent Pretiss Drive Natchez, MS 39120 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
115.	National Healthcare of Leesville, Inc.	Delaware	2101020	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Byrd Regional Hospital 1020 Fertitta Boulevard Leesville, LA 71446 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
116.	Navarro Hospital, L.P.	Delaware	2964396	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Navarro Regional Hospital 3201 W. Highway 22 Corsicana, TX 75110 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
117.	Navarro Regional, LLC	Delaware	2964393	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
118.	NC-DSH, LLC	Nevada	###-###-####	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A

Schedule I - 17


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
119.	Northwest Arkansas Hospitals, LLC	Delaware	4251378	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Northwest Medical Center – Bentonville 3000 Medical Center Pkwy. Bentonville, AR 72712 Northwest Medical Center – Springdale 609 W. Maple Springdale, AR 72764 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
120.	Northwest Hospital, LLC	Delaware	2964436	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Northwest Medical Center 6200 N. LaCholla Boulevard Tucson, AZ 85741 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
121.	NOV Holdings, LLC	Delaware	4272333	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
122.	NRH, LLC	Delaware	2964428	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
123.	Oak Hill Hospital Corporation	West Virginia	46241	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Plateau Medical Center 430 Main Street Oak Hill, WV 25901 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
124.	Oro Valley Hospital, LLC	Delaware	3575660	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Oro Valley Hospital 1551 E. Tangerine Road Oro Valley, AZ 85755 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027

Schedule I - 18


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
125.	Palmer-Wasilla Health System, LLC	Delaware	2964382	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
126.	Pasco Regional Medical Center, LLC	Florida	L08000103539	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
127.	Pennsylvania Hospital Company, LLC	Delaware	3657509	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
128.	Phoenixville Hospital Company, LLC	Delaware	3796044	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
129.	Poplar Bluff Regional Medical Center, LLC	Missouri	LC0961963	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
130.	Port Charlotte HMA, LLC	Florida	L08000111185	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Bayfront Health Port Charlotte 2500 Harbor Boulevard Port Charlotte, FL 33952 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
131.	Pottstown Hospital Company, LLC	Delaware	3657514	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027

Schedule I - 19


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
132.	Punta Gorda HMA, LLC	Florida	L08000107920	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Bayfront Health Punta Gorda 809 East Marion Avenue Punta Gorda, FL ###-###-#### Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
133.	QHG Georgia Holdings II, LLC	Delaware	4754966	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
134.	QHG Georgia Holdings, Inc.	Georgia	K815327	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
135.	QHG Georgia, LP	Georgia	K815977	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
136.	QHG of Bluffton Company, LLC	Delaware	4474767	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
137.	QHG of Clinton County, Inc.	Indiana	1997020547	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
138.	QHG of Enterprise, Inc.	Alabama	176-166	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Medical Center Enterprise 400 North Edwards Street Enterprise, AL 36330 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027

Schedule I - 20


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
139.	QHG of Forrest County, Inc.	Mississippi	644555	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
140.	QHG of Fort Wayne Company, LLC	Delaware	4474773	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
141.	QHG of Hattiesburg, Inc.	Mississippi	644553	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
142.	QHG of South Carolina, Inc.	South Carolina	N/A	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Carolinas Hospital System 805 Pamplico Hwy Florence, SC 29505 Carolinas Hospital System - Marion 2829 East Hwy 76 Mullins, SC 29574 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
143.	QHG of Spartanburg, Inc.	South Carolina	N/A	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
144.	QHG of Springdale, Inc.	Arkansas	100163444	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
145.	Regional Hospital of Longview, LLC	Delaware	2964549	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A

Schedule I - 21


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
146.	River Oaks Hospital, LLC	Mississippi	939308	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Merit Health River Oaks 1030 River Oaks Drive Flowood, MS 39232 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
147.	River Region Medical Corporation	Mississippi	631781	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
148.	ROH, LLC	Mississippi	938734	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Merit Health Woman’s Hospital 1026 N. Flowood Drive PO Box 4546 (Jackson, MS ###-###-####) Flowood, MS 39232 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
149.	Roswell Hospital Corporation	New Mexico	1913540	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Eastern New Mexico Medical Center 405 West Country Club Road Roswell, NM 88201 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
150.	Ruston Hospital Corporation	Delaware	4270743	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
151.	Ruston Louisiana Hospital Company, LLC	Delaware	4270657	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Northern Louisiana Medical Center 401 East Vaughn Avenue Ruston, LA 71270 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027

Schedule I - 22


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
152.	SACMC, LLC	Delaware	2964570	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
153.	Salem Hospital Corporation	New Jersey	100863665	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	The Memorial Hospital of Salem County 310 Woodstown Road Salem, NJ 08079 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
154.	San Angelo Community Medical Center, LLC	Delaware	2964587	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
155.	San Angelo Medical, LLC	Delaware	3001078	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
156.	Scranton Holdings, LLC	Delaware	4927795	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
157.	Scranton Hospital Company, LLC	Delaware	4927796	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Regional Hospital of Scranton 746 Jefferson Ave. Scranton, PA 18510 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
158.	Scranton Quincy Holdings, LLC	Delaware	5005526	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A

Schedule I - 23


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
159.	Scranton Quincy Hospital Company, LLC	Delaware	5005530	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Moses Taylor Hospital 700 Quincy Ave. Scranton, PA 18510 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
160.	Seminole HMA, LLC	Oklahoma	3512339861	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	AllianceHealth Seminole 2401 Wrangler Boulevard Seminole, OK 74868 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
161.	Shelbyville Hospital Company, LLC	Tennessee	494640	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Tennova Healthcare - Shelbyville 2835 Hwy 231 N Shelbyville, TN 37160 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
162.	Siloam Springs Arkansas Hospital Company, LLC	Delaware	4617628	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Siloam Springs Memorial Hospital 205 E. Jefferson Street Siloam Springs, AR 72761 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
163.	Siloam Springs Holdings, LLC	Delaware	4617627	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
164.	Southeast HMA Holdings, LLC	Delaware	4634565	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A

Schedule I - 24


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
165.	Southern Texas Medical Center, LLC	Delaware	3001009	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
166.	Southwest Florida HMA Holdings, LLC	Delaware	4634561	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
167.	Statesville HMA, LLC	North Carolina	C200808000880	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Davis Regional Medical Center 218 Old Mocksville Road Statesville, NC 28625 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
168.	Tennessee HMA Holdings, LP	Delaware	5267250	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
169.	Tennyson Holdings, LLC	Delaware	4075793	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
170.	Tomball Texas Holdings, LLC	Delaware	5012107	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
171.	Tomball Texas Hospital Company, LLC	Delaware	5017131	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
172.	Triad Healthcare, LLC	Delaware	3035153	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A

Schedule I - 25


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
173.	Triad Holdings III, LLC	Delaware	3037153	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
174.	Triad Holdings IV, LLC	Delaware	2984727	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
175.	Triad Holdings V, LLC	Delaware	2226797	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
176.	Triad Nevada Holdings, LLC	Delaware	4474764	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
177.	Triad of Alabama, LLC	Delaware	2964867	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Flowers Hospital 4370 West Main Street Dothan, AL 36305 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
178.	Triad-ARMC, LLC	Delaware	3561894	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
179.	Triad-El Dorado, Inc.	Arkansas	100129067	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
180.	Triad-Navarro Regional Hospital Subsidiary, LLC	Delaware	3036964	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A

Schedule I - 26


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
181.	Tullahoma HMA, LLC	Tennessee	453279	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Tennova Healthcare - Harton 1801 N. Jackson Street Tullahoma, TN ###-###-#### Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
182.	Tunkhannock Hospital Company, LLC	Delaware	4927797	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Tyler Memorial Hospital 880 SR 6 West Tunkhannock, PA ###-###-#### Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
183.	Van Buren H.M.A., LLC	Arkansas	800152300	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Sparks Medical Center - Van Buren E. Main & South 20th Street PO Box 409 (zip code 72957) Van Buren, AR 72956 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
184.	Venice HMA, LLC	Florida	L08000108774	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Venice Regional Bayfront Health 540 The Rialto Venice, FL 34285 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
185.	VHC Medical, LLC	Delaware	3001003	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A

Schedule I - 27


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
186.	Vicksburg Healthcare, LLC	Delaware	2939229	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	River Region Health System 2100 Highway 61 North Vicksburg, MS 39183 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
187.	Victoria Hospital, LLC	Delaware	2948658	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
188.	Victoria of Texas, L.P.	Delaware	2949026	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	DeTar Hospital North 101 Medical Drive Victoria, TX 77904 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
189.	Virginia Hospital Company, LLC	Virginia	S097163-2	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
190.	Weatherford Hospital Corporation	Texas	800718212	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
191.	Weatherford Texas Hospital Company, LLC	Texas	800718224	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
192.	Webb Hospital Corporation	Delaware	3695172	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A

Schedule I - 28


	Exact Legal Name of Grantor	Jurisdiction of Formation	Organizational ID	Address of Chief Executive Office	Accounts Receivable
193.	Webb Hospital Holdings, LLC	Delaware	3695131	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
194.	Wesley Health System LLC	Delaware	2770969	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Wesley Medical Center 5001 Hardy Street Hattiesburg, MS 39402 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
195.	WHMC, LLC	Delaware	2964658	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
196.	Wilkes-Barre Behavioral Hospital Company, LLC	Delaware	4617621	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	562 Wyoming Avenue Kingston, PA 18704 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
197.	Wilkes-Barre Holdings, LLC	Delaware	4617617	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A
198.	Wilkes-Barre Hospital Company, LLC	Delaware	4617619	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	Wilkes-Barre General Hospital 575 North River Street Wilkes-Barre, PA 18764 Professional Account Services, Inc. 7000 Commerce Way Suite 100 Brentwood, TN 37027
199.	Woodland Heights Medical Center, LLC	Delaware	2964611	Community Health Systems 4000 Meridian Blvd. Franklin, TN 37067	N/A

Schedule I - 29

Exact Legal

Name of Grantor

Jurisdiction

Formation

Organizational
ID

Address of

Chief

Executive

Office

Accounts
Receivable

200.

Woodward Health System, LLC

Delaware

2964411

Community Health Systems
4000 Meridian Blvd.
Franklin, TN 37067

AllianceHealth Woodward
900 17th Street
Woodward, OK
73801

Professional Account Services, Inc.
7000 Commerce
Way
Suite 100
Brentwood, TN
37027

Schedule II to the Guarantee and

Collateral Agreement

SUBSIDIARY GUARANTORS

1.	Abilene Hospital, LLC

2.	Abilene Merger, LLC

3.	Affinity Health Systems, LLC

4.	Affinity Hospital, LLC

5.	Berwick Hospital Company, LLC

6.	Biloxi H.M.A., LLC

7.	Birmingham Holdings II, LLC

8.	Birmingham Holdings, LLC

9.	Bluefield Holdings, LLC

10.	Bluefield Hospital Company, LLC

11.	Bluffton Health System LLC

12.	Brandon HMA, LLC

13.	Brownwood Hospital, L.P.

14.	Brownwood Medical Center, LLC

15.	Bullhead City Hospital Corporation

16.	Bullhead City Hospital Investment Corporation

17.	Campbell County HMA, LLC

18.	Carlsbad Medical Center, LLC

19.	Carolinas Holdings, LLC

20.	Carolinas JV Holdings General, LLC

21.	Carolinas JV Holdings, L.P.

22.	Central Florida HMA Holdings, LLC

23.	Central States HMA Holdings, LLC

24.	Chester HMA, LLC

25.	Chestnut Hill Health System, LLC

26.	CHHS Holdings, LLC

27.	CHHS Hospital Company, LLC

28.	CHS Pennsylvania Holdings, LLC

29.	CHS Receivables Funding, LLC

30.	CHS Tennessee Holdings, LLC

31.	CHS Virginia Holdings, LLC

32.	Citrus HMA, LLC

33.	Clarksville Holdings II, LLC

34.	Clarksville Holdings, LLC

35.	Cleveland Hospital Company, LLC

36.	Cleveland Tennessee Hospital Company, LLC

37.	Clinton HMA, LLC

38.	Coatesville Hospital Corporation

39.	Cocke County HMA, LLC

40.	College Station Hospital, L.P.

41.	College Station Medical Center, LLC

42.	College Station Merger, LLC

43.	Community Health Investment Company, LLC

44.	CP Hospital GP, LLC

Schedule II - 2

45.

CPLP, LLC

46.	Crestwood Healthcare, L.P.

47.	Crestwood Hospital LP, LLC

48.	Crestwood Hospital, LLC

49.

CSMC, LLC

50.	Deaconess Holdings, LLC

51.	Deaconess Hospital Holdings, LLC

52.	Desert Hospital Holdings, LLC

53.	Detar Hospital, LLC

54.	DHFW Holdings, LLC

55.	Dukes Health System, LLC

56.	Dyersburg Hospital Company, LLC

57.	Emporia Hospital Corporation

58.	Florida HMA Holdings, LLC

59.	Foley Hospital Corporation

60.	Fort Smith HMA, LLC

61.	Frankfort Health Partner, Inc.

62.	Franklin Hospital Corporation

63.	Gadsden Regional Medical Center, LLC

64.	Gaffney H.M.A., LLC

65.	Granbury Hospital Corporation

66.	GRMC Holdings, LLC

67.	Hallmark Healthcare Company, LLC

68.	Health Management Associates, LLC

69.	Health Management Associates, LP

70.	Health Management General Partner I, LLC

71.	Health Management General Partner, LLC

72.	HMA Fentress County General Hospital, LLC

73.	HMA Hospitals Holdings, LP

74.	HMA Santa Rosa Medical Center, LLC

75.	HMA Services GP, LLC

76.	HMA-TRI Holdings, LLC

77.	Hobbs Medco, LLC

78.	Hospital Management Associates, LLC

79.	Hospital Management Services of Florida, LP

80.	Hospital of Morristown, LLC

81.	Jackson HMA, LLC

82.	Jackson Hospital Corporation

83.	Jefferson County HMA, LLC

84.	Kay County Hospital Corporation

85.	Kay County Oklahoma Hospital Company, LLC

86.	Kennett HMA, LLC

87.	Key West HMA, LLC

88.	Kirksville Hospital Company, LLC

89.	Knoxville HMA Holdings, LLC

90.	Lakeway Hospital Company, LLC

Schedule II - 3

91.	Lancaster Hospital Corporation

92.	Laredo Texas Hospital Company, L.P.

93.	Las Cruces Medical Center, LLC

94.	Lea Regional Hospital, LLC

95.	Lebanon HMA, LLC

96.	Longview Clinic Operations Company, LLC

97.	Longview Medical Center, L.P.

98.	Longview Merger, LLC

99.

LRH, LLC

100.	Lutheran Health Network of Indiana, LLC

101.	Madison HMA, LLC

102.	Marshall County HMA, LLC

103.	Martin Hospital Company, LLC

104.	Mary Black Health System, LLC

105.	MCSA, L.L.C.

106.	Medical Center of Brownwood, LLC

107.	Metro Knoxville HMA, LLC

108.	Mississippi HMA Holdings I, LLC

109.	Mississippi HMA Holdings II, LLC

110.	Moberly Hospital Company, LLC

111.	Naples HMA, LLC

112.	Natchez Hospital Company, LLC

113.	National Healthcare of Leesville, Inc.

114.	Navarro Hospital, L.P.

115.	Navarro Regional, LLC

116.	NC-DSH, LLC

117.	Northwest Arkansas Hospitals, LLC

118.	Northwest Hospital, LLC

119.	NOV Holdings, LLC

120.

NRH, LLC

121.	Oak Hill Hospital Corporation

122.	Oro Valley Hospital, LLC

123.	Palmer-Wasilla Health System, LLC

124.	Pasco Regional Medical Center, LLC

125.	Pennsylvania Hospital Company, LLC

126.	Phoenixville Hospital Company, LLC

127.	Poplar Bluff Regional Medical Center, LLC

128.	Port Charlotte HMA, LLC

129.	Pottstown Hospital Company, LLC

130.	Punta Gorda HMA, LLC

131.	QHG Georgia Holdings II, LLC

132.	QHG Georgia Holdings, Inc.

133.	QHG Georgia, LP

134.	QHG of Bluffton Company, LLC

135.	QHG of Clinton County, Inc.

136.	QHG of Enterprise, Inc.

Schedule II - 4

137.	QHG of Forrest County, Inc.

138.	QHG of Fort Wayne Company, LLC

139.	QHG of Hattiesburg, Inc.

140.	QHG of South Carolina, Inc.

141.	QHG of Spartanburg, Inc.

142.	QHG of Springdale, Inc.

143.	Regional Hospital of Longview, LLC

144.	River Oaks Hospital, LLC

145.	River Region Medical Corporation

146.

ROH, LLC

147.	Roswell Hospital Corporation

148.	Ruston Hospital Corporation

149.	Ruston Louisiana Hospital Company, LLC

150.	SACMC, LLC

151.	Salem Hospital Corporation

152.	San Angelo Community Medical Center, LLC

153.	San Angelo Medical, LLC

154.	Scranton Holdings, LLC

155.	Scranton Hospital Company, LLC

156.	Scranton Quincy Holdings, LLC

157.	Scranton Quincy Hospital Company, LLC

158.	Seminole HMA, LLC

159.	Shelbyville Hospital Company, LLC

160.	Siloam Springs Arkansas Hospital Company, LLC

161.	Siloam Springs Holdings, LLC

162.	Southeast HMA Holdings, LLC

163.	Southern Texas Medical Center, LLC

164.	Southwest Florida HMA Holdings, LLC

165.	Statesville HMA, LLC

166.	Tennessee HMA Holdings, LP

167.	Tennyson Holdings, LLC

168.	Tomball Texas Holdings, LLC

169.	Tomball Texas Hospital Company, LLC

170.	Triad Healthcare, LLC

171.	Triad Holdings III, LLC

172.	Triad Holdings IV, LLC

173.	Triad Holdings V, LLC

174.	Triad Nevada Holdings, LLC

175.	Triad of Alabama, LLC

176.	Triad-ARMC, LLC

177.	Triad-El Dorado, Inc.

178.	Triad-Navarro Regional Hospital Subsidiary, LLC

179.	Tullahoma HMA, LLC

180.	Tunkhannock Hospital Company, LLC

181.	Van Buren H.M.A., LLC

182.	Venice HMA, LLC

Schedule II - 5

183.	VHC Medical, LLC

184.	Vicksburg Healthcare, LLC

185.	Victoria Hospital, LLC

186.	Victoria of Texas, L.P.

187.	Virginia Hospital Company, LLC

188.	Weatherford Hospital Corporation

189.	Weatherford Texas Hospital Company, LLC

190.	Webb Hospital Corporation

191.	Webb Hospital Holdings, LLC

192.	Wesley Health System LLC

193.

WHMC, LLC

194.	Wilkes-Barre Behavioral Hospital Company, LLC

195.	Wilkes-Barre Holdings, LLC

196.	Wilkes-Barre Hospital Company, LLC

197.	Woodland Heights Medical Center, LLC

198.	Woodward Health System, LLC

Schedule III to the Guarantee and

Collateral Agreement

EQUITY INTERESTS

On file with agent

Schedule IV to the Guarantee and

Collateral Agreement

PLEDGED DEBT SECURITIES, DEBT INSTRUMENTS; ADVANCES

On file with agent

Schedule V to the Guarantee and

Collateral Agreement

MORTGAGE FILINGS


	Property Name/Address	Record Owner	Filing Office
1.	Northwest Medical Center 6200 N. LaCholla Blvd. Tucson, AZ 85741	Northwest Hospital, LLC	Pima County, AZ
2.	Oro Valley Hospital 1551 E. Tangerine Road Oro Valley, AZ 85755	Oro Valley Hospital, LLC	Pima County, AZ
3.	Bluffton Regional Medical Center 303 South Main Street Bluffton, IN 46714	Bluffton Health System LLC	Wells County, IN
4.	Dukes Memorial Hospital 275 W. 12th Street Peru, IN 46970	Dukes Health System, LLC	Miami County, IN
5.	Merit Health River Region 2100 Highway 61 North/1111 N. Frontage Road Vicksburg, MS 39183	Vicksburg Healthcare, LLC	Warren County, MS
6.	Merit Health Wesley [(f/k/a Wesley Medical Center)] 5001 Hardy Street Hattiesburg, MS 39402	Wesley Health System LLC	Lamar and Forrest Counties, MS
7.	Moberly Regional Medical Center 1515 Union Avenue Moberly, MO 65270	Moberly Hospital Company, LLC	Shelby and Randolph counties, MO
8.	Memorial Hospital of Salem County 310 Woodstown Road Salem, NJ 08079	Salem Hospital Corporation	Salem & Gloucester Counties, NJ
9.	Carlsbad Medical Center 2430 West Pierce St Carlsbad, NM 88220	Carlsbad Medical Center, LLC	Eddy County, NM
10.	Eastern New Mexico Medical Center 405 West Country Club Road Roswell, NM 88201	Roswell Hospital Corporation	Chaves County, NM
11.	Lea Regional Medical Center 5419 N. Lovington Highway Hobbs, NM 88240	Lea Regional Hospital, LLC	Lea County, NM
12.	Mountain View Regional Medical Center 4311 East Lohman Avenue Las Cruces, NM 88011	Las Cruces Medical Center, LLC	Dona Ana County, NM

Schedule V - 2


	Property Name/Address	Record Owner	Filing Office
13.	Berwick Hospital Center 701 East 16th Street Berwick, PA 18603	Berwick Hospital Company, LLC	Columbia & Luzerne Counties, PA
14.	Moses Taylor Hospital 700 Quincy Avenue Scranton, PA 18510	Scranton Quincy Hospital Company, LLC	Lackawanna County, PA
15.	Regional Hospital of Scranton 746 Jefferson Ave Scranton, PA 18510	Scranton Hospital Company, LLC	Lackawanna County, PA
16.	Tyler Memorial Hospital 5950 SR6 Tunkhannock, PA 18657	Tunkhannock Hospital Company, LLC	Wyoming County, PA
17.	Wilkes-Barre General Hospital 575 North River Street Wilkes-Barre, PA 18702 Thomas P. Saxton Medical Pavilion 468 Northampton Street Edwardsville, PA 18704 Wyoming Valley Imaging Center 345 N. Pennsylvania Avenue Wilkes-Barre, PA 18702	Wilkes-Barre Hospital Company, LLC	Luzerne County, PA
18.	First Hospital 562 and 534 Wyoming Avenue Kingston, PA 18704 Community Counseling Services 110-130 S. Pennsylvania Avenue (a/k/a 101 E. Northampton) Wilkes-Barre, PA 18701 92 S. Franklin Street Wilkes-Barre, PA 18701 320 S. Franklin Street Wilkes-Barre, PA 18702 3504 Bear Creek Bear Creek, PA 18602 First Hospital – Patient Resident House 76 South Dawes Avenue Kingston, PA 18704	Wilkes-Barre Behavioral Hospital Company, LLC	Luzerne County, PA
19.	Carolinas Hospital System 805 Pamplico Highway Florence, SC 29505	QHG of South Carolina, Inc.	Florence County, SC

Schedule V - 3


	Property Name/Address	Record Owner	Filing Office
20.	Carolinas Hospital System – Marion (f/k/a Marion Regional Hospital) 2829 E. Highway 76 Mullins, SC 29574	QHG of South Carolina, Inc.	Marion County, SC
21.	Mullins Nursing Center 518 S. Main Street Mullins, SC 295741	QHG of South Carolina, Inc.	Marion County, SC
22.	Springs Memorial Hospital 800 W. Meeting Street Lancaster, SC 29720	Lancaster Hospital Corporation	Lancaster County, SC
23.	Tennova – Dyersburg Regional (f/k/a Dyersburg Regional Medical Center) 400 E. Tickle Street Dyersburg, TN 38024	Dyersburg Hospital Company, LLC	Dyer and Lauderdale Counties, TN
24.	Tennova – Lakeway Regional Hospital (f/k/a Lakeway Regional Hospital) 726 McFarland Street Morristown, TN 37814	Hospital of Morristown, LLC	Hamblen County, TN
25.	Tennova Healthcare-Cleveland 2305 Chambliss Avenue NW Cleveland, TN 37311	Cleveland Tennessee Hospital Company, LLC	Bradley County, TN
26.	Tennova- Volunteer Martin 161 Mt. Pelia Road Martin, TN 38237	Martin Hospital Company, LLC	Weakley County, TN
27.	College Station Medical Center 1604 Rock Prairie Road College Station, TX 77845	College Station Hospital, L.P.	Brazos County, TX
28.	DeTar Healthcare System 506 E. San Antonio Street Victoria, TX 77901	Victoria of Texas, L.P.	Victoria County, TX
29.	DeTar Healthcare System 101 Medical Drive Victoria, TX 77904	Victoria of Texas, L.P.	Victoria County, TX
30.	Bluefield Regional Medical Center 500 Cherry Street (821 Bluefield Avenue) Bluefield, WV 24701	Bluefield Hospital Company, LLC	Mercer County, WV

¹ Expected to be included in Mortgage on Carolinas Hospital System – Marion (f/k/a Marion Regional Hospital).

Schedule V - 4


	Property Name/Address	Record Owner	Filing Office
31.	Medical Center of South Arkansas 700 W. Grove Street El Dorado, AR 71730	MCSA, L.L.C.	Union County, AR
32.	Western Arizona Regional Medical Center 2735 Silver Creek Road Bullhead City, AZ 86442	Bullhead City Hospital Corporation	Mohave County, AZ
33.	Longview Regional Medical Center 2901 N. Fourth Street Longview, TX 75605	Longview Medical Center, L.P.	Gregg County, AR
34.	Northwest Medical Center Springdale 609 W. Maple Ave Springdale, AR 72764	Northwest Arkansas Hospitals, LLC & QHG of Springdale, Inc.	Washington County, AR
35.	Willow Creek Women’s Hospital 4301 Greathouse Springs Rd. Johnson, AR 72741	Northwest Arkansas Hospitals, LLC	Washington County, AR
36.	Northwest Medical Center – Bentonville 3000 Medical Center Pkwy. Bentonville, AR 72712	QHG of Springdale, Inc.	Benton County, AR
37.	Tennova- Newport Medical Center 435 Second Street Newport, TN 37821	Cocke County HMA, LLC	Cocke County, TN
38.	Sparks Health System 1001 Towson Avenue Fort Smith, AR 72901	Fort Smith HMA, LLC	Sebastian County, AR
39.	Merit Health Madison 161 River Oaks Drive Canton, MS 39046	Madison HMA, LLC	Madison County, MS
40.	Tennova-Physicians Regional Medical Center 900 East Oak Hill Ave. Knoxville, TN 37917	Metro Knoxville HMA, LLC	Knox County, TN
41.	Tennova- Turkey Creek Medical Center 10820 Parkside Drive Knoxville, TN 37934	Metro Knoxville HMA, LLC	Knox County, TN
42.	Tennova- North Knoxville Medical Center 7565 Dannaher Drive Knoxville, TN 37849	Metro Knoxville HMA, LLC	Knox County, TN

Schedule V - 5


	Property Name/Address	Record Owner	Filing Office
43.	Poplar Bluff Regional Medical Center 3100 Oak Grove Road Poplar Bluff, MO 63901	Poplar Bluff Regional Medical Center, LLC	Butler County, MO
44.	Merit Health River Oaks 1030 River Oaks Drive Flowood, MS 39232	River Oaks Hospital, LLC	Rankin County, MS
45.	Merit Health Woman’s Hospital 1026 N. Flowood Drive2 Flowood, MS 39232	ROH, LLC	Rankin County, MS
46.	Davis Regional Medical Center 218 Old Mocksville Road Statesville, NC 28625	Statesville HMA, LLC	Iredell County, NC
47.	Merit Health Natchez 54 Seargent S Prentiss Drive Natchez, MS 39120	Natchez Hospital Company, LLC	Adams County, MS
48.	Mary Black Health System-Gaffney 1530 N. Limestone St. Gaffney, SC 29340	Gaffney H.M.A., LLC	Cherokee County, SC
49.	Mary Black Health System 1700 Skylyn Drive Spartanburg, SC 29307	Mary Black Health System, LLC	Spartanburg County, SC
50.	Tennova Healthcare-Lebanon 1411 W. Baddour Parkway Lebanon, TN 37087	Lebanon HMA, LLC	Wilson County, TN
51.	Laredo Medical Center 1700 East Saunders Street Laredo, TX 78041	Laredo Texas Hospital Company, L.P.	Webb County, TX

²	Including the property at 1030 N. Flowood Drive, Flowood, MS 39232.

Schedule V - 6

Mortgages with respect to Mortgaged Properties in Mortgage Tax States³


	Property Name/Address	Record Owner	Filing Office
1.	Flowers Hospital 4370 West Main Street Dothan, AL 36305	Triad of Alabama, LLC	Houston County, AL
2.	Gadsden Regional Medical Center 1007 Goodyear Avenue Gadsden, AL 35903	Gadsden Regional Medical Center, LLC	Etowah County, AL
3.	Medical Center Enterprise 400 North Edwards St. Enterprise, AL 36330	QHG of Enterprise, Inc.	Coffee County, AL
4.	AllianceHealth Ponca City 1900 North 14th Street Ponca City, OK 74601	Kay County Oklahoma Hospital Company, LLC	Kay County, OK
5.	Southern Virginia Regional Medical Center 727 North Main Street Emporia, VA 23847	Emporia Hospital Corporation	Greensville County, VA
6.	Southampton Memorial Hospital 100 Fairview Drive Franklin, VA 23851	Franklin Hospital Corporation	Southampton County, VA
7.	Trinity Medical Center 800 Montclair Road Birmingham, AL 35213 (Jefferson) (No longer an operating hospital) and Grandview Medical Center 3690 Grandview Parkway Birmingham, AL 35243	Affinity Hospital, LLC	Jefferson County, AL
8.	Seven Rivers Regional Medical Center 6201 N. Suncoast Blvd. Crystal River, FL 34428	Citrus HMA, LLC	Citrus County, FL
9.	Physicians Regional Medical Center (Pine Ridge) 6101 Pine Ridge Road Naples, FL 34119	Naples HMA, LLC	Collier County, FL

³ Mortgages shall not be recorded in any Mortgage Tax State with respect to Mortgaged Properties owned by any Loan Party as of the Closing Date unless a Covenant Trigger Event shall exist and the Administrative Agent shall have provided notice to the Borrower of its intent to record such Mortgages at least five Business Days in advance of such recording.

Schedule V - 7


	Property Name/Address	Record Owner	Filing Office
10.	Physicians Regional Medical Center (Collier Blvd. and MOB) 8300 Collier Blvd.4 Naples, FL 34114	Naples HMA, LLC	Collier County, FL
11.	Bayfront Health Port Charlotte 2500 Harbor Boulevard Port Charlotte, FL 33952⁵	Port Charlotte HMA, LLC	Charlotte County, FL
12.	Bayfront Health Punta Gorda 809 E. Marion Avenue Punta Gorda, FL 33950	Punta Gorda HMA, LLC	Charlotte County, FL
13.	Riverside Behavioral Center 733 E. Olympia Ave. Punta Gorda, FL 33950	Punta Gorda HMA, LLC	Charlotte County, FL
14.	Venice Regional Medical Center 540 The Rialto Venice, FL 34285	Venice HMA, LLC	Sarasota County, FL
15.	Crestwood Medical Center One Hospital Drive SW Huntsville, AL ###-###-####	Crestwood Healthcare, L.P.	Madison County, AL

⁴ Including the property at 8320 Collier Boulevard, Naples, FL 34114.

⁵ Site also includes the following building numbers: 2370, 2380, and 2450.

Schedule VI to the Guarantee and

Collateral Agreement

INTELLECTUAL PROPERTY

PATENTS/PATENT APPLICATIONS

None.

TRADEMARKS/TRADEMARK APPLICATIONS

On file with agent

PATENT LICENSES

None.

TRADEMARK LICENSES

None.

Schedule VII to the Guarantee and

Collateral Agreement

COMMERCIAL TORT CLAIMS

NONE