4811-7134-3888.7

LETTER OF CREDIT

AND REIMBURSEMENT AGREEMENT

Between

AS THE BANK

and

Individually and as the Obligated Group Representative,

as the Applicant

Dated as of relating to:

[Revolving Pool Program]

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TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS ........................................................................................................... 1 Section 1.1 Definitions................................................................................................... 1 Section 1.2 General ...................................................................................................... 21 Section 1.3 Accounting Terms..................................................................................... 21 Section 1.4 Letter of Credit Amounts .......................................................................... 21

ARTICLE II LETTER OF CREDIT............................................................................................. 22 Section 2.1 Letter of Credit.......................................................................................... 22 Section 2.2 Letter of Credit Drawings ......................................................................... 22 Section 2.3 Reimbursement of Drawings Under the Letter of Credit.......................... 22 Section 2.4 Reimbursement of the Final Drawing and Certain Liquidity

Drawings; Pledged Bonds; Repurchase of Pledged Bonds. ..................... 22 Section 2.5 Interest....................................................................................................... 25 Section 2.6 Letter of Credit Fees ................................................................................. 26 Section 2.7 Method of Payment................................................................................... 26 Section 2.8 Termination Fee ........................................................................................ 26 Section 2.9 Computation of Interest and Fees. ............................................................ 26 Section 2.10 Source of Funds ........................................................................................ 27 Section 2.11 Reduction of Letter of Credit .................................................................... 27

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY......................................... 28 Section 3.1 Taxes. ........................................................................................................ 28 Section 3.2 Reduced Return; Capital Adequacy.......................................................... 30 Section 3.3 Matters Applicable to all Requests for Compensation ............................. 31 Section 3.4 Survival ..................................................................................................... 31

ARTICLE IV CONDITIONS PRECEDENT............................................................................... 32 Section 4.1 Conditions Precedent to Issuance of the Letter of Credit ......................... 32 Section 4.2 Conditions Precedent to Pledged Bonds ................................................... 33

ARTICLE V REPRESENTATIONS AND WARRANTIES....................................................... 34 Section 5.1 Existence and Qualification; Power; Compliance with Laws................... 34 Section 5.2 Power; Authorization; Enforceable Obligations....................................... 34 Section 5.3 No Legal Bar............................................................................................. 34 Section 5.4 Financial Statements; No Material Adverse Effect. ................................. 35 Section 5.5 Litigation................................................................................................... 35 Section 5.6 No Default................................................................................................. 35 Section 5.7 Ownership of Property; Liens ................................................................... 35 Section 5.8 Taxes ......................................................................................................... 35 Section 5.9 Margin Regulations; Investment Company Act. ...................................... 36 Section 5.10 ERISA Compliance................................................................................... 36 Section 5.11 Intangible Assets....................................................................................... 37

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Section 5.12 Compliance With Laws............................................................................. 37 Section 5.13 Environmental Compliance ...................................................................... 37 Section 5.14 Insurance ................................................................................................... 37 Section 5.15 Master Indenture ....................................................................................... 37 Section 5.16 Obligated Group Members. ...................................................................... 38 Section 5.17 Income Tax Status..................................................................................... 38 Section 5.18 Disclosure ................................................................................................. 38

ARTICLE VI AFFIRMATIVE COVENANTS ........................................................................... 39 Section 6.1 Financial Statements ................................................................................. 39 Section 6.2 Certificates, Notices and Other Information............................................. 40 Section 6.3 Payment of Taxes...................................................................................... 41 Section 6.4 Preservation of Existence.......................................................................... 41 Section 6.5 Maintenance of Properties ........................................................................ 41 Section 6.6 Maintenance of Insurance ......................................................................... 42 Section 6.7 Compliance With Laws............................................................................. 42 Section 6.8 Inspection Rights ...................................................................................... 42 Section 6.9 Keeping of Records and Books of Account.............................................. 42 Section 6.10 Compliance with ERISA........................................................................... 42 Section 6.11 Compliance With Agreements.................................................................. 42 Section 6.12 Use of Bond Proceeds............................................................................... 42 Section 6.13 Master Indenture ....................................................................................... 42 Section 6.14 CUSIPs and Rating on Pledged Bonds ..................................................... 43 Section 6.15 Investment Grade Rating .......................................................................... 43 Section 6.16 Further Assurances.................................................................................... 43

ARTICLE VII NEGATIVE COVENANTS................................................................................. 43 Section 7.1 Terms of Indebtedness .............................................................................. 43 Section 7.2 Liens and Negative Pledges ...................................................................... 43 Section 7.3 Fundamental Changes............................................................................... 43 Section 7.4 ERISA....................................................................................................... 43 Section 7.5 Change in Nature of Business................................................................... 44 Section 7.6 Financial Covenants.................................................................................. 44

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES ..................................................... 44 Section 8.1 Events of Default ...................................................................................... 44 Section 8.2 Remedies Upon Event of Default ............................................................. 46

ARTICLE IX MISCELLANEOUS .............................................................................................. 48 Section 9.1 No Deductions .......................................................................................... 48 Section 9.2 Indemnity .................................................................................................. 48 Section 9.3 Participations............................................................................................. 48 Section 9.4 Survival of this Agreement ....................................................................... 49 Section 9.5 Modification of this Agreement................................................................ 49 Section 9.6 Waiver of Rights by the Bank................................................................... 49 Section 9.7 Severability ............................................................................................... 50 Section 9.8 Notices. ..................................................................................................... 50

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Section 9.9 Successors and Assigns............................................................................. 51 Section 9.10 Expenses ................................................................................................... 51 Section 9.11 Liability of the Bank ................................................................................. 52 Section 9.12 Headings ................................................................................................... 52 Section 9.13 Counterparts.............................................................................................. 52 Section 9.14 Reserved.................................................................................................... 52 Section 9.15 Entire Agreement ...................................................................................... 52 Section 9.16 Governing Law; Jurisdiction; Etc. ............................................................ 52 Section 9.17 No Advisory or Fiduciary Responsibility ................................................. 54 Section 9.18 Electronic Execution of Assignments and Certain Other

Documents ................................................................................................ 54 Section 9.19 USA Patriot Act Notice ............................................................................ 54 Section 9.20 Treatment of Certain Information; Confidentiality................................... 55 Section 9.21 Bank Consent to the Amended Master Trust Indenture............................ 56

SCHEDULE 5.16 - Obligated Group Members APPENDIX I - Form of Letter of Credit APPENDIX II - Form of Master Trustee’s Certificate of Authentication EXHIBIT A - Form of Compliance Certificate EXHIBIT B - Form of Supplemental Master Indenture

4811-7134-3888.7

LETTER OF CREDIT AND

REIMBURSEMENT AGREEMENT

This LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of (this “Agreement”), is entered into by and among

a nonprofit public benefit corporation, on its own behalf and as Obligated Group Representative (as hereafter defined) for and on behalf of the Obligated Group Members (as hereafter defined) (in both such capacities, the “Applicant”), and a corporation, as the issuer of the Letter of Credit contemplated hereunder (the “Bank”), in reliance upon the following:

RECITALS

A. The , a public instrumentality of the (the “Issuer”), entered into that certain

(the

“Bond Trustee”) pursuant to which the Issuer issued those certain Revenue Bonds (the “Bonds”) in the principal amount of and loaned the proceeds of the sale of the Bonds to the Applicant and certain other Obligated Group Members for the purposes stated in the Bond Indenture.

B. So long as the Bonds bear interest at certain rates, the Bond Indenture requires that the Applicant maintain a credit facility, such as the Letter of Credit, that may be drawn upon to pay the principal of, and interest on, the Bonds.

C. The Applicant desires to obtain an Alternate Credit Facility (as that term is defined in the Bond Indenture) from the Bank and the Bank is willing to provide such Alternate Credit Facility by issuing the Letter of Credit in the form of Appendix I to this Agreement.

AGREEMENT

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

ARTICLE I DEFINITIONS

Section 1.1 Definitions. As used in this Agreement:

“Affiliate” means, with respect to any Person, any Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person. A Person will be deemed to control another Person for the purposes of this definition if such first Person possesses, directly or indirectly, power (a) to vote 10% or more of the securities on a fully diluted basis) having ordinary voting power for the election of

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directors or managing general partners or (b) to direct, or cause the direction of, the management and policies of the second Person, whether through the ownership of voting securities, common directors, trustees or officers, by contract or otherwise.

“Agreement” means this Letter of Credit and Reimbursement Agreement, as amended, restated, extended, supplemented or otherwise modified in writing from time to time.

“Amended Master Trust Indenture” means that certain Amended and Restated Master Trust Indenture dated as of , between the Applicant and the Master Trustee.

“Appendix A” means the form of Appendix A to the Reoffering Circular, a true and correct copy of which has been provided by the Applicant to the Bank.

“Applicant” means a nonprofit public benefit corporation duly organized and existing under the laws of the , on its own behalf and as “Obligated Group Representative,” and its successors and assigns.

“Audited Financial Statements” means the audited balance sheet for the fiscal year ended and the related statements of income and cash flows for such fiscal year,

including all footnotes thereto, of the Applicant and its “Subordinate Corporations” (as defined in such financial statements) on a consolidated basis, together with the unaudited balance sheet and related statements of income and cash flows for the same period for the Applicant and the other Obligated Group Members on a consolidated basis.

“Available Amount” has the meaning set forth in the Letter of Credit.

“Balloon Indebtedness” means either (a) Long-Term Indebtedness, or (b) Short-Term Indebtedness (including commercial paper indebtedness with a maturity not in excess of 270 days) which is intended to be refinanced upon or prior to its maturity so that such Short-Term Indebtedness and the Indebtedness DSCR intended to be used to refinance such Short-Term Indebtedness will be scheduled to be outstanding for a total of more than 365 days as certified in an Officer’s Certificate, in either case 25% or more of the original principal of which matures (or is redeemable at the option of the holder) in the same Fiscal Year, if such 25% or more is not to be amortized below 25% by mandatory redemption prior to such year.

“Bank” means a corporation having its Lending Office in , as issuer of the Letter of Credit, and its successors and assigns.

“Bank Rate” means, for each day of determination with respect to the Final L/C Borrowing or a particular Liquidity Advance, for the period from and including the date of incurring the Final L/C Borrowing or making the Liquidity Advance, as applicable, through and including the date on which the principal component of the Final L/C Borrowing or Liquidity Advance is due and owing pursuant to Section 2.4, the following:

(i) When any portion of the Final L/C Borrowing or Liquidity Advance has been unpaid for 90 calendar days or fewer, then the Base Rate;

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(ii) When any portion of the Final L/C Borrowing or Liquidity Advance has been unpaid for between 91 and 365 calendar days, then the Base Rate plus 0.50 percentage point per annum;

(iii) When any portion of the Final L/C Borrowing or Liquidity Advance has been unpaid for over 365 calendar days, then the Base Rate plus 1.00 percentage point per annum;

provided that from and after the occurrence of an Event of Default, the Bank Rate means the Default Rate.

“Base Rate” means, for any day, a fluctuating rate of interest per annum equal to the higher of (i) the Federal Funds Rate for such day plus 3.00 percentage points per annum and (ii) the Prime Rate for such day plus 1.50 percentage points per annum. Each change in the Base Rate will take effect simultaneously with the corresponding change or changes in the Federal Funds Rate or the Prime Rate, as the case may be.

“Bank Rate Loan” means any L/C Borrowing that bears interest at a rate based on the Bank Rate.

“Bond Documents” means the Bond Indenture, the Loan Agreements, the Remarketing Agreement, the Master Indenture (including the Supplemental Master Indenture No. ), Obligation No. the Bonds and the Reoffering Circular.

“Bond Indenture” means the Amended and Restated Bond Indenture, dated as of , between the Issuer and the

Bond Trustee, relating to the Bonds, as amended and supplemented.

“Bondholder” has the meaning set forth in the Bond Indenture.

“Bonds” means the aggregate principal amount of the Issuer’s Variable Rate Health Facility Revenue Bonds .

“Bond Trustee” means as Bond Trustee under the Bond Indenture, and any successor bond trustee thereunder.

“Book Entry Bonds” means the Bonds so long as the book entry system with DTC or any other securities depository is used for determining beneficial ownership of the Bonds.

“Borrowers” means the Applicant and such other Members of the Obligated Group as may be party to a Loan Agreement from time to time in accordance therewith.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Lending Office is located.

“Cap Interest Rate” has the meaning set forth in the Letter of Credit.

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“Capital Lease” means any lease of property which in accordance with GAAP would be required to be capitalized on the balance sheet of the lessee.

“Capitalized Lease Obligation” means the amount of the liability shown on the balance sheet of any Person in respect of a Capital Lease as determined in accordance with GAAP.

“Cash and Unrestricted Investments” means, for the Applicant and the other Obligated Group Members on a combined basis, at any time the sum (without duplication) of (i) unencumbered cash and cash equivalents, (ii) the current portion of assets limited as to use, (iii) investments included in current assets (to the extent these assets consist of readily marketable securities), and (iv) board-designated assets for capital projects and debt repayments.

“Cash to Debt Ratio” means, at any time, the ratio of (i)(A) Cash and Unrestricted Investments plus (B) Trust Reserves minus (C) the notional amount of Funded Indebtedness and obligations in respect of letters of credit to the extent secured by any assets described in the preceding clauses (A) or (B) to (ii) Total Funded Indebtedness.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (i) the adoption or taking effect of any law, rule, regulation or treaty; (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority; or (iii) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“Closing Date” means

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto.

“Commitment” means the obligation of the Bank to issue the Letter of Credit in an aggregate maximum stated amount at any one time outstanding not to exceed , as such amount may be adjusted from time to time in accordance with this Agreement.

“Compliance Certificate” means a compliance certificate from a Responsible Officer of the Applicant, in the form of Exhibit A hereto.

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

“Credit Rating” means the rating issued by a Rating Agency with respect to the Applicant’s long-term secured senior debt securities without third-party credit enhancement.

“Debt to Capital Ratio” means, at any time for the Applicant and the other Obligated Group Members on a combined basis, the ratio of (i) Total Funded Indebtedness to (ii) Total Funded Indebtedness plus Unrestricted Net Assets.

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“Debt Service Coverage Ratio” means, for any period of time, the ratio determined by dividing the Income Available for Debt Service for such period by the Maximum Annual Debt Service.

“Debt Service Requirement” means, for any period of time for which such determination is made, the aggregate of the scheduled payments to be made expressly for principal (or mandatory sinking fund or installment purchase price or lease rental or similar payments) and interest on Outstanding Long-Term Indebtedness of each Obligated Group Member during such period, taking into account:

(a) with respect to future payments with respect to Indebtedness DSCR represented by a Guaranty DSCR of obligations of a Person which is not an Obligated Group Member, the amount of the principal and interest payments to be taken into account pursuant to Section 3.05(b) of the Master Trust Indenture for debt incurrence purposes,

(b) with respect to future payments with respect to Balloon Indebtedness, the amount of principal and interest deemed payable during such period determined under the provisions of Section 3.04(f) of the Master Trust Indenture, assuming such Balloon Indebtedness is to be incurred on the date of calculation,

(c) with respect to future payments with respect to Variable Rate Indebtedness, the amount of interest deemed payable during such period determined under the provisions of Section 3.04(g) of the Master Trust Indenture, as adjusted to reflect the current terms thereof, and

(d) with respect to Indebtedness DSCR refunded or refinanced, or for which an Irrevocable Deposit has been made, the amount of principal or interest taken into account during such period will be assumed to equal only the principal or interest not payable from the proceeds of refunding Indebtedness DSCR and the investment income from such proceeds or from such Irrevocable Deposit;

provided, however, that in reference to Long-Term Indebtedness incurred to finance the construction of capital improvements, principal or interest will be excluded from the determination of the Debt Service Requirement to the extent that escrowed or trusted funds are available to pay such principal or interest.

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

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

“Default Rate” means, with respect to any Obligation under this Agreement other than the Letter of Credit Fees, the maximum Bank Rate plus percentage points per annum.

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

“DTC” means The Depository Trust Company.

“Effective Date” means the date on which (i) all conditions precedent under Section 4.1 hereof have been satisfied or otherwise waived by the Bank, and (ii) the Letter of Credit is issued.

“Environmental Laws” means any and all foreign, federal, state or local laws, statutes, common law duties, regulations, ordinances, codes, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions, in each case, relating to environmental, health, safety and land use matters applicable to any property.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto, and any regulations issued pursuant thereto, as amended from time to time.

“ERISA Affiliate” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control with the Applicant or any Subsidiary within the meaning of Section 414 of the Code.

“ERISA Event” means: (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Applicant or any other ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Applicant or any other ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) a failure by the Applicant or any other ERISA Affiliate to make required contributions to a Pension Plan or Multiemployer Plan; (f) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Applicant or any other ERISA Affiliate.

“Event of Default” is defined in Section 8.1 hereof.

“Excluded Taxes” means, with respect to the Bank or any other recipient of any payment to be made by or on account of any obligation of Applicant hereunder, including, without limitation, any Participant (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of the Bank or any other recipient of any payment to be made by or on account of any obligation of Applicant hereunder, including, without limitation, any Participant, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other

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jurisdiction in which Applicant is located, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to the Bank or any other recipient of any payment to be made by or on account of any obligation of Applicant hereunder, including, without limitation, any Participant, that has failed to deliver such documentation or information required under any participation or similar agreement related hereto or reasonably requested by Bank as will enable Bank or Applicant, as the case may be, to determine whether such Participant is subject to backup withholding or information reporting requirements and (d) in the case of a Foreign Lender, any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party to a Participation Agreement (or designates a new Lending Office) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to provide the documentation to Applicant or the Bank required under the Participation Agreement or similar agreement, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Applicant with respect to such withholding tax pursuant to Section 3.1(a)(ii).

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (i) if such day is not a Business Day, the Federal Funds Rate for such day will be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day will be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Bank on such day on such transactions as determined by the Bank.

“Fee Letter” means that certain fee letter agreement dated between the Applicant and the Bank.

“Final Drawing” means a drawing under the Letter of Credit to redeem all of the Bonds in full, whether at or prior to maturity.

“Final L/C Borrowing” means the L/C Borrowing incurred in connection with the Final Drawing.

“Financial Products Agreement” means an interest rate swap, cap, collar, option, floor, forward or other hedging agreement, arrangement or security, however denominated, entered into by a Member with a Qualified Provider.

“Financial Product Extraordinary Payments or Receipts” means any payments required to be paid to a counterparty by an Obligated Group Member or to an Obligated Group Member by a counterparty pursuant to a Financial Products Agreement in connection with the termination thereof, tax gross-up payments, expenses, default interest, and any other payments or indemnification obligations to be paid to a counterparty by an Obligated Group Member or to an

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Obligated Group Member by a counterparty under a Financial Products Agreement, which payments are not Financial Product Payments or Financial Product Receipts.

“Financial Product Payments” means regularly scheduled payments required to be paid to a counterparty by an Obligated Group Member pursuant to a Financial Products Agreement.

“Financial Product Receipts” means regularly scheduled payments required to be paid to an Obligated Group Member by a counterparty pursuant to a Financial Products Agreement.

“Fiscal Year” means the period beginning on July 1 of each year and ending on the next succeeding June 30 or any other 12 month or 52 week period hereafter selected and designated as the official fiscal year period of the Obligated Group by the Obligated Group Representative.

“Foreign Lender” means any recipient of any payment to be made by or on account of any obligation of the Applicant hereunder, including, without limitation, the Bank and any Participant that is organized under the Laws of a jurisdiction other than that in which the Applicant is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia will be deemed to constitute a single jurisdiction.

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

“Funded Indebtedness” means, of any Person, all obligations (whenever matured or maturing) of such Person for borrowed money (including, without duplication, the obligations under this Agreement and all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments.

“GAAP” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession, that are applicable to the circumstances as of the date of determination, consistently applied. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either the Applicant or the Bank so requests, the Bank and the Applicant will negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP, provided that, until so amended, (i) such ratio or requirement must continue to be computed in accordance with GAAP prior to such change therein and (ii) the Applicant must provide to the Bank financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

“Governmental Approval” means an authorization, consent, approval, license, or exemption of, registration or filing with, or report to, any Governmental Authority.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,

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legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Government Obligations” means:

(a) direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America and including certificates or other instruments evidencing ownership interests in such direct obligations of the United States of America such as Treasury Receipts, Stripped Treasury Coupons and other similar instruments) or obligations the timely payment of the principal of and interest on which are unconditionally guaranteed by the full faith and credit of the United States of America, and

(b) obligations, the interest on which is exempt from federal income taxation under Section 103 of the Code and the timely payment of the principal of and interest on which is fully provided for by the irrevocable deposit in trust or escrow of cash or obligations described in clause (a) above.

“Gross Available Amount” means, as of any date, the Available Amount without taking into account any temporary reductions thereto in effect on such date.

“Guarantees” means, for any Person, all guarantees, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations of such person to purchase, to provide funds for payment, to supply funds to invest in any other Person or otherwise to assure a creditor of another Person against loss. The amount of any Guarantee will be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, covered by such Guarantee or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the Person in good faith.

“Guaranty DSCR” means all loan commitments or other obligations of any Obligated Group Member, guaranteeing in any manner any obligation of any other Person, which obligation of such other Person would constitute Indebtedness DSCR if such obligation were the obligation of the Obligated Group Member.

“Healthcare Industry Risk Factors” means the “Healthcare Industry Risk Factors” contained in the Reoffering Circular.

“Highest Lawful Rate” means the maximum legal rate of interest which the Bank is legally entitled to charge, contract for or receive under any law to which such interest is subject.

“Honor Date” means, with respect to the payment by the Bank of any drawing under the Letter of Credit, the date of such payment.

“Income Available for Debt Service” means, unless the context provides otherwise, with respect to the Obligated Group as to any period of time, net income, or excess of revenues over

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expenses (excluding income from all Irrevocable Deposits) before depreciation, amortization, and interest expense, as determined in accordance with GAAP; provided, that no determination thereof will take into account:

(a) any revenue or expense of a Person which is not an Obligated Group Member or any gain or loss resulting from either the early extinguishment or refinancing of Indebtedness DSCR or the sale, exchange or other disposition of capital assets not made in the ordinary course of business,

(b) gifts, grants, bequests, donations or contributions, to the extent specifically restricted by the donor to a particular purpose inconsistent with their use for the payment of principal of, redemption premium and interest on Indebtedness DSCR or the payment of operating expenses,

(c) the net proceeds of insurance (other than business interruption insurance) and condemnation awards,

(d) extraordinary non-cash items, and

(e) write-downs or write ups of assets (other than at time of sale), losses on discontinued operations, asset impairment charges on non-financial assets, unrealized gains or losses of any kind (regardless of whether they are considered to be temporary in nature), and mark-to-market charges on financial contracts such as interest rate swaps, caps, or collars.

“Indebtedness” means, as to any Person at a particular time, all items which would, in conformity with GAAP, be classified as liabilities on a balance sheet of such Person as at such time (excluding trade and other accounts payable in the ordinary course of business in accordance with customary trade terms and which are not overdue for a period of more than 60 days and excluding deferred taxes), but in any event including:

(i) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes or similar instruments;

(ii) any direct or contingent obligations of such Person arising under or in respect of letters of credit (including standby and commercial), banker’s acceptances, bank guaranties, surety bonds and similar instruments;

(iii) net obligations under any Swap Contract in an amount equal to (A) if such Swap Contract has been closed out, the termination thereof, or (B) if such Swap Contract has not been closed out, the mark-to-market value thereof determined on the basis of readily available quotations provided by any recognized dealer in such Swap Contract;

(iv) whether or not included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services, and indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales

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or other title retention agreements), whether or not such indebtedness has been assumed by such Person or is limited in recourse;

(v) Capitalized Lease Obligations or Synthetic Lease Obligations of such Person;

(vi) committed or uncommitted revolving credit facilities, whether drawn or undrawn; and

(vii) all Guarantees.

For all purposes of this Agreement, the Indebtedness of any Person will include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person, or is non-recourse by virtue of applicable law, except for customary exceptions acceptable to the Bank.

“Indebtedness DSCR” means all obligations for borrowed money, installment sales and capitalized lease obligations, incurred or assumed by any Obligated Group Member, including Guaranties DSCR (other than any Guaranty DSCR by any Obligated Group Member of Indebtedness DSCR of any other Obligated Group Member), Long-Term Indebtedness, Short-Term Indebtedness or any other obligation for payments of principal and interest with respect to money borrowed, except obligations of an Obligated Group Member to another Obligated Group Member; provided, however, if more than one Obligated Group Member has incurred or assumed a Guaranty DSCR of a person other than an Obligated Group Member, or if more than one Obligated Group Member is obligated to pay any obligation, for purposes of any computations or calculations hereunder, such Guaranty DSCR will be included only one time. “Indebtedness DSCR” will not include obligations under Financial Products Agreements which are not classified as liabilities under GAAP.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Ineligible Bonds” has the meaning set forth in the Letter of Credit.

“Interest Payment Date” means the applicable date(s) specified under Section 2.4(c), each monthly anniversary of (i) the Honor Date of the Final Drawing or (ii) the date the Liquidity Advance was made, as applicable (or the next following Business Day if such anniversary date is not a Business Day), and the Maturity Date.

“Investment Grade Rating” means a .

“Irrevocable Deposit” means the irrevocable deposit in trust of cash in an amount, or Government Obligations, or other securities permitted for such purpose pursuant to the terms of the documents governing the payment of or discharge of Indebtedness DSCR, the principal of and interest on which will be an amount and under terms sufficient to pay all or a portion of the principal of, premium, if any, and/or interest on, as the same becomes due, any such Indebtedness DSCR which would otherwise be considered Outstanding. The trustee of such

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deposit may be the Master Trustee, a Related Bond Trustee or any other trustee authorized to act in such capacity.

“IRS” means the Internal Revenue Service.

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

“Issuer” means the , a public instrumentality of the State of , and its successors and assigns.

“Last Maturity Date” means the latest of all Maturity Dates that may apply under Section 2.4(a).

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

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

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

“L/C Documents” means this Agreement, the Fee Letter, the Pledge Agreement, the Supplemental Master Indenture and all other documents executed and delivered by or on behalf of the Applicant in connection with this Agreement.

“L/C Fee” has the meaning specified in Section 2.6(a) hereof.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under the Letter of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under the Letter of Credit, the amount of the Letter of Credit will be determined in accordance with Section 1.4 hereof. For all purposes of this Agreement, if on any date of determination the Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, the Letter of Credit will be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lending Office” means, as to the Bank or any other recipient of any payment to be made by or on account of any obligation of Applicant hereunder, including, without limitation, any Participant, the office or offices of the Bank in Section 9.8 or of such other recipient as set forth

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in such recipient’s Administrative Questionnaire (as defined in a Participation Agreement), or such other office or offices as any such recipient may from time to time notify Applicant and Bank.

“Letter of Credit” means the irrevocable transferable letter of credit No. for the account of the Applicant in favor of the

Bond Trustee, as the same may be modified from time to time.

“Letter of Credit Fees” means, collectively, all of the fees described in Section 2.6 hereof.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge or deposit arrangement, encumbrance, lien (statutory or otherwise) or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including those created by, arising under or evidenced by any conditional sale or other title retention agreement, the interest of a lessor under a Capital Lease, any financing lease having substantially the same economic effect as any of the foregoing, or the filing of any financing statement naming the owner of the asset to which such lien relates as debtor, under the Uniform Commercial Code or any comparable laws of any jurisdiction) and any contingent or other agreement to provide any of the foregoing, including the interest of a purchaser of accounts receivable.

“Liquidity Advance” means a Liquidity Drawing paid by the Bank on a date on which the conditions precedent in Section 4.3 are satisfied and which Liquidity Drawing is therefore deemed to constitute an advance to the Applicant.

“Liquidity Drawing” means a drawing under the Letter of Credit resulting from the presentation of a certificate in the form of Exhibit E to, and as more fully provided in, the Letter of Credit.

“Loan Agreements” means, collectively, the Loan Agreements dated as of , as supplemented, between the Applicant and certain other Obligated Group Members, as

Borrowers, and the Issuer relating to the Bonds, as amended and supplemented, and “Loan Agreement” means each such Loan Agreement, individually.

“Long-Term Indebtedness” means all (unless the context provides otherwise) Indebtedness DSCR incurred or assumed by any Obligated Group Member for any of the following:

(a) Payments of principal and interest with respect to money borrowed for an original term, or renewable at the option of the borrower for a period from the date originally incurred, longer than one year;

(b) Payments under leases which are capitalized in accordance with GAAP; and

(c) Payments under installment purchase contracts having an original term in excess of one year,

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notwithstanding the fact that payments in respect thereof (whether installment, serial maturity or sinking fund or otherwise) are required to be made less than one year after the date of creation thereof, excluding any Indebtedness DSCR which is renewable or extendable pursuant to the terms of a revolving credit or similar agreement if, by the terms of such agreement, no Indebtedness DSCR is permitted to be Outstanding thereunder for a period of at least twenty (20) days during each period of twelve (12) consecutive months beginning with the effective date of such revolving credit or other similar agreement.

“Maturity Date” is defined in Section 2.4(a) hereof.

“Master Indenture” means the Master Trust Indenture dated as of , between the Applicant, as the Obligated Group Representative, the other signatories thereto and such other Persons as may become Members of the Obligated Group, and the Master Trustee, as heretofore amended and supplemented, as supplemented by the Supplemental Master Indenture No. , and as it may from time to time be amended or supplemented in accordance with the terms thereof and hereof.

“Master Indenture Obligations” means all “Obligations” (as defined in the Master Indenture) issued and outstanding under the Master Indenture.

“Master Trustee” means , a banking corporation duly established under the laws of the United States, or any successor master trustee under the Master Indenture.

“Material Adverse Effect” means any set of circumstances or events which (i) has or could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of any L/C Document, (ii) is or could reasonably be expected to be material and adverse to the condition (financial or otherwise), business, asset, operations or prospects of the Applicant or the Applicant and the other Obligated Group Members, taken as a whole and after considering the availability of insurance coverage, or (iii) materially impairs or could reasonably be expected to materially impair the ability of the Applicant or the Applicant and the other Obligated Group Members, taken as a whole and after considering the availability of insurance coverage, to perform the Obligations.

“Maximum Annual Debt Service” means the highest Debt Service Requirement for the current or any succeeding Fiscal Year.

., and any successor thereto.

“Multiemployer Plan” means a “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA) and as to which the Applicant or any other ERISA Affiliate may have any liability.

“Negative Pledge” means a contractual obligation that restricts the placing or maintaining of Liens upon any property.

“Obligated Group” means the Applicant and any other Person which has become a member of the Obligated Group pursuant to the Master Indenture and which has not ceased such

15 4811-7134-3888.7

status pursuant to the Master Indenture; provided that the Applicant will at all times be included in the Obligated Group.

“Obligated Group Member” or “Member” or “Member of the Obligated Group” means the Applicant, each of the other Persons listed on the signature page of the Master Indenture (other than the Master Trustee) and any other Person which becomes an Obligated Group Member in accordance with Section 3.06 or 3.07 of the Master Indenture and not including any Person which has withdrawn from the Obligated Group pursuant to Section 3.09 of the Master Indenture.

“Obligated Group Representative” has the meaning set forth in the Master Indenture.

“Obligation No. ” means this Agreement (and all the Obligations), as the same may be modified from time to time, as authenticated by the Master Trustee pursuant to the provisions of the Master Indenture and the Supplemental Master Indenture in order to evidence the obligation of the Obligated Group to pay and perform the Obligations.

“Obligations” means the fees relating to the Letter of Credit, any and all obligations of any Obligated Group Member to reimburse the Bank for any drawings under the Letter of Credit, and all other obligations of any Obligated Group Member to the Bank arising under or in relation to the L/C Documents, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and including interest that accrues after the commencement of any proceeding under any bankruptcy, liquidation, insolvency or similar laws affecting the rights of creditors by or against any Obligated Group Member or any Subsidiary or Affiliate of any Obligated Group Member.

“Organization Documents” means: (i) for any corporation, the certificate or articles of incorporation, the bylaws, any certificate of determination or instrument relating to the rights of preferred shareholders of such corporation, any shareholder rights agreement, and all applicable resolutions of the board of directors (or any committee thereof) of such corporation; (ii) for any partnership, the partnership agreement and, if applicable, certificate of limited partnership; (iii) for any limited liability company, the operating agreement and articles or certificate of formation, in each case as amended from time to time; or (iv) for any other entity, any comparable constitutive or organizational documents.

“Original Stated Amount” is defined in Section 2.1 hereof.

“Other Taxes” means all present or future stamp, intangible or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other L/C Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other L/C Document.

“Outstanding” when used with reference to Obligations and other obligations constituting Indebtedness DSCR, means, as of any date of determination, all Obligations and Indebtedness DSCR theretofore issued or incurred and not paid and discharged other than:

(a) Obligations theretofore cancelled by the Master Trustee or delivered to the Master Trustee for cancellation,

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(b) Obligations in lieu of which other Obligations have been authenticated and delivered unless proof satisfactory to the Master Trustee has been received that any such Obligations are held by a bona fide purchaser,

(c) Obligations owned by any Obligated Group Member as provided in Section 8.02 of the Master Trust Indenture,

(d) Indebtedness DSCR deemed paid and no longer Outstanding pursuant to the terms thereof, whether by payment, prepayment, defeasance or otherwise, and

(e) Indebtedness DSCR for which there has been made an Irrevocable Deposit, but only to the extent that payment of debt service on such Indebtedness DSCR is payable from such Irrevocable Deposit;

provided, however, that if two or more obligations which constitute Indebtedness DSCR represent the same underlying obligation (as when a Master Indenture Obligation secures an issue of Related Bonds and another Master Indenture Obligation secures current repayment obligations to a bank under a letter of credit or line of credit which secures such Related Bonds) for purposes of the various financial covenants contained herein, but only for such purposes, only one of such obligations will be deemed Outstanding and the obligation so deemed to be Outstanding will be that one which produces the greater amount to be included in the Debt Service Requirement to be included in the calculation of such covenants.

“Participant” means any Person who purchases a participation interest in accordance with a Participation Agreement, whether from Bank or from another Person.

“Participant Portion” means the aggregate Pro Rata Share (as defined in a Participation Agreement) of the Lenders (as defined in a Participation Agreement), excluding the share of

“Participation Agreement” means any Participation Agreement by and among the Bank and the financial institutions party thereto, together with all amendments thereto and replacements or refinancings thereof.

“PBGC” means the Pension Benefit Guaranty Corporation, or any Person succeeding to any or all of its functions under ERISA.

“Pension Act” means the Pension Protection Act of 2006.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA

“Pension Plan” means any employee benefit plan (as such term is defined in Section 3(2) of ERISA), including a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Applicant or any ERISA Affiliate or to which the Applicant or

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any ERISA Affiliate contributes or has an obligation to contribute, or, in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five plan years.

“Permitted Basis” means the complete or partial defeasance of the Bonds or conversion to a credit facility that does not utilize a third party credit provider as credit or liquidity enhancement.

“Person” means any individual, trustee, corporation, partnership, limited liability company, joint stock company, association, trust, unincorporated organization, bank, firm, joint venture or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

“Plan” means any employee benefit plan maintained or contributed to by any Obligated Group Member or by any trade or business (whether or not incorporated) under common control with an Obligated Group Member as defined in Section 4001(b) of ERISA and insured by the PBGC under Title IV of ERISA.

“Pledge Agreement” means the Pledge and Security Agreement, dated as of , among the Bond Trustee, as custodian, the Applicant and the Bank, as amended or

supplemented in accordance with the terms hereof and thereof.

“Pledged Bonds” means Bonds paid or purchased with proceeds of the Final Drawing or a Liquidity Drawing under the Letter of Credit and registered in the name of the Bank or its designee or nominee, as pledgee, pursuant to the Pledge Agreement.

“Prime Rate” means a rate per annum equal to the prime rate of interest announced by the Bank based upon various factors, including the Bank’s costs and desired return, general economic conditions and other factors, and used by the Bank as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by the Bank will take effect at the opening of business on the day specified in the public announcement of such change.

“Qualified Provider” means any financial institution or insurance company which is a party to a Financial Products Agreement if the unsecured long-term debt obligations of such financial institution or insurance company (or of the parent or a subsidiary of such financial institution or insurance company if such parent or subsidiary guarantees the performance of such financial institution or insurance company under such Financial Products Agreement), or obligations secured or supported by a letter of credit, contract, guarantee, agreement, insurance policy or surety bond issued by such financial institution or insurance company (or such guarantor parent or subsidiary), are rated in one of the three highest rating categories of a national rating agency (without regard to any gradation of such rating category) at the time of the execution and delivery of the Financial Products Agreement.

“Rating Agencies” means, collectively, and “Rating Agency” means either of them.

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“Related Bonds” means the revenue bonds or other obligations or evidences of indebtedness issued or incurred by any state, territory or possession of the United States or any municipal corporation or political subdivision formed under the laws thereof or any constituted authority or agency or instrumentality of any of the foregoing empowered to issue or incur obligations on behalf thereof (“governmental issuer”), the proceeds of which are loaned or otherwise made available to (a) any Obligated Group Member in consideration of the execution, authentication and delivery of a Master Indenture Obligation to or for the order of such governmental issuer, or (b) any Person other than an Obligated Group Member in consideration of issuance to such governmental issuer (i) by such Person of any indebtedness or other obligation of such Person, and (ii) by any Obligated Group Member of a Master Indenture Obligation issued under the Master Trust Indenture in respect of such indebtedness or other obligation.

“Related Bond Indenture” means any indenture, bond resolution or other comparable instrument pursuant to which a series of Related Bonds is issued.

“Related Bond Issuer” means the governmental issuer of any issue of Related Bonds.

“Related Bond Trustee” means the trustee and its successors and assigns in the trusts created under any Related Bond Indenture, and if there is no such trustee, will mean the Related Bond Issuer.

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

“Remarketing Agent” means the Remarketing Agent in such capacity as of the Effective Date under the Bond Indenture and the Remarketing Agreement, and their respective successors and assigns pursuant thereto and “Remarketing Agents” means all of them.

“Remarketing Agreement” means the Remarketing Agreement, dated as of , between the Remarketing Agent and the Applicant, as amended and supplemented, and

any successor agreements thereto entered into by the Applicant and any successor Remarketing Agent, and “Remarketing Agreements” means all of them.

“Reoffering Circular” means the Reoffering Circular dated on or about , with respect to the remarketing of the Bonds, including but not limited to the cover page thereto, the summary statement and all appendices and supplements thereto, a true and correct copy of which the Applicant delivered to the Bank.

“Reportable Event” means any of the events set forth in Section 4043(b) of ERISA or the regulations thereunder, a withdrawal from a Plan described in Section 4063 of ERISA, or a cessation of operations described in Section 4062(e) of ERISA.

“Responsible Officer” means, as to any Obligated Group Member, the president, chief operating officer, chief financial officer, Vice President Treasury Services, in the case of Applicant, or general counsel of such Obligated Group Member. Any document or certificate hereunder that is signed by a Responsible Officer of an Obligated Group Member will be

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conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Obligated Group Member and such Responsible Officer will be conclusively presumed to have acted on behalf of such Obligated Group Member. Unless otherwise stated, a reference to a Responsible Officer means a Responsible Officer of the Applicant.

means ., and any successor thereto.

“Short-Term Indebtedness” means all Indebtedness DSCR for any of the following:

(a) Payments of principal and interest with respect to money borrowed for an original term, or renewable at the option of the borrower for a period from the date originally incurred, of one year or less or which pursuant to the terms of a revolving credit or similar agreement or otherwise is renewable or extendable at the option of the borrower to a date or for a period or periods from the date originally incurred of more than one year if, by the terms of such agreement, no indebtedness is permitted to be outstanding thereunder for a period of at least twenty (20) days during each period of twelve (12) consecutive months beginning with the effective date of such revolving credit or other similar agreement;

(b) Payments under leases which are capitalized in accordance with GAAP having an original term, or renewable at the option of the lessee for a period from the date originally incurred, of one year or less;

(c) Payments under installment purchase contracts having an original term of one year or less; and

(d) Payments with respect to any other Indebtedness DSCR which appears on the balance sheet of any Obligated Group Member and which does not exceed one year in duration.

“Stated Expiration Date” means .

“Subsidiary” means any corporation, association, limited liability company, partnership, joint venture or other business entity of which a majority of the shares, securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by the Applicant, and includes any public benefit corporation of which the Applicant is the sole member, whether directly or indirectly through one or more intermediaries.

“Supplemental Master Indenture” means the One Hundred Thirty-Third Supplemental Master Indenture under the Master Indenture in the form of Exhibit B hereto, as the same may be modified from time to time.

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“Swap Contract” means: (i) any and all rate swap transactions, basis swaps, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not such transaction is governed by or subject to any master agreement; and (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., or any other master agreement (any such master agreement, together with any related schedules, as amended, restated, extended, supplemented or otherwise modified in writing from time to time (a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

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

“Synthetic Lease Obligations” means all monetary obligations of a Person under: (i) a so-called synthetic, off-balance sheet or tax retention lease; or (ii) an agreement for the use or possession of property creating obligations which do not appear on the balance sheet of such Person but which either (A) upon the insolvency or bankruptcy of such Person would be characterized as the Indebtedness of such Person (without regard to accounting treatment) or (B) are treated by such Person or an Affiliate of such Person as indebtedness for tax purposes.

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

“Termination Date” has the meaning set forth in the Letter of Credit.

“Termination Fee” has the meaning specified in Section 2.8 hereof.

“Threshold Amount” means .

“Total Funded Indebtedness” means, at any time, the total Funded Indebtedness of the Applicant and the other Obligated Group Members on a combined basis.

“Trust Reserves” means, at any time, the sum (without duplication) for the Obligated Group, on a combined basis, of board designated assets for workers’ compensation and hospital, professional and general liability self-insurance trusts.

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“Unfunded Pension Liabilities” means, with respect to any Plan at any time, the amount (if any) by which (i) the present value of all vested nonforfeitable accrued benefits under such Plan exceeds (ii) the fair market value of all Plan assets allocable to such benefits, all determined as of the then-most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of the Applicant or an ERISA Affiliate to the PBGC or such Plan under Title IV of ERISA.

“Unreimbursed Amount” is defined in Section 2.3 hereof.

“Unrestricted Net Assets” has the meaning set forth in the Master Indenture.

“Variable Rate Indebtedness” means any portion of Indebtedness DSCR the interest rate on which may vary or adjust pursuant to a predetermined formula or otherwise.

Section 1.2 General. The foregoing definitions will be equally applicable to both the singular and plural forms of the defined terms. Any capitalized terms used herein which are not specifically defined herein have the same meanings herein as in the Bond Indenture. All references in this Agreement to times of day will be references to Pacific time unless otherwise expressly provided herein.

Section 1.3 Accounting Terms. Unless otherwise inconsistent with the terms of this Agreement, all accounting terms will be interpreted and all accounting determinations hereunder will be made in accordance with GAAP. Any financial ratios required to be maintained by the Applicant pursuant to this Agreement will be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed in this Agreement and rounding the result up or down to the nearest number (with a round-up if there is no nearest number) to the number of places by which such ratio is expressed in this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either the Bank or the Applicant so requests, the Bank and the Applicant will negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (i) such ratio or requirement must continue to be computed in accordance with GAAP prior to such change therein and (ii) the Applicant must provide to the Bank financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Any capitalized term in the Master Indenture that is defined by reference to GAAP in effect as of will be deemed to mean and refer to the applicable successor or replacement term under GAAP in effect on the date hereof.

Section 1.4 Letter of Credit Amounts. Unless otherwise specified herein, the amount of the Letter of Credit at any time will be deemed to be the stated amount of the Letter of Credit in effect at such time; provided that if the terms of the Letter of Credit or the terms of any L/C Document provides for one or more automatic increases in the stated amount thereof, the amount of the Letter of Credit will be deemed to be the maximum stated amount of the Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

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ARTICLE II LETTER OF CREDIT

Section 2.1 Letter of Credit. Upon the terms, subject to the conditions and relying upon the representations and warranties set forth in this Agreement or incorporated herein by reference, the Bank agrees to issue the Letter of Credit on the Effective Date. The Letter of Credit will be in the original stated amount of (the “Original Stated Amount”), which is the sum of (i) the principal amount of Bonds outstanding on the Effective Date, plus (ii) interest thereon at the Cap Interest Rate for a period of fifty-five (55) days divided by 365 days as determined by the Rating Agencies with the consent of the Bank. Upon the Effective Date, the Original Stated Amount will be as set forth in the Letter of Credit.

Section 2.2 Letter of Credit Drawings. The Bond Trustee is authorized to make drawings under the Letter of Credit in accordance with the terms thereof. The Applicant hereby directs the Bank to make payments under the Letter of Credit in the manner therein provided. The Applicant hereby irrevocably approves reductions and reinstatements of the Available Amount as provided in the Letter of Credit. The Letter of Credit sets forth the procedure by which the Bank’s obligation to honor Liquidity Drawings may be automatically reinstated to the extent, and upon receipt of, an amount equal to the original purchase price of the Pledged Bonds and a Certificate for Reinstatement of Liquidity Drawing duly executed by the Bond Trustee.

Section 2.3 Reimbursement of Drawings Under the Letter of Credit. Upon receipt of any notice of a drawing under the Letter of Credit, the Bank will notify the Applicant thereof. Except with respect to the Final Drawing and Liquidity Advances (each to the extent provided by Section 2.4(a) hereof), the Applicant must reimburse the Bank in an amount equal to the amount of such drawing not later than 2:00 p.m. ( time) on the Honor Date of such drawing. If the Applicant fails to reimburse the Bank by such time, the Applicant will be deemed to have incurred from the Bank an L/C Borrowing in the amount of the unreimbursed drawing (the “Unreimbursed Amount”), which L/C Borrowing will be due and payable on demand (together with interest) and will bear interest at the Default Rate.

Section 2.4 Reimbursement of the Final Drawing and Certain Liquidity Drawings; Pledged Bonds; Repurchase of Pledged Bonds.

(a) On the Honor Date of the Final Drawing, the Applicant will be deemed to have incurred from the Bank a Final L/C Borrowing in the amount of the Final Drawing. The Final L/C Borrowing and any Liquidity Advance will be due and payable in eight equal quarterly installments, payable on the same day of the month as the Honor Date of the Final Drawing or the date the Liquidity Advance was made, as applicable (each such payment date, a “Quarterly Payment Date”), in each of the 3rd, 6th, 9th, 12th, 15th, 18th, 21st and 24th months following the one-year anniversary of the Honor Date of the Final Drawing or the date the Liquidity Advance was made, as applicable (or if there is no such corresponding day of the month, the last day of such month), so that the final such installment will be due on the third anniversary of the Honor Date of the Final Drawing or the date on which the Liquidity Advance was made, as applicable (the applicable date, the “Maturity Date” with respect to such Final L/C Borrowing or Liquidity Advance, as applicable), and will bear interest in accordance with Section 2.5 hereof.

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The Applicant may, upon notice to the Bank, at any time or from time to time voluntarily prepay the Final L/C Borrowing or a Liquidity Advance in whole or in part without premium or penalty if:

(i) such notice is received by the Bank not later than time on the date of prepayment; and

(ii) the prepayment is in a principal amount of in excess thereof or, in each case, if less, the entire principal

amount of the applicable Final L/C Borrowing or Liquidity Advance then outstanding.

(b) Upon any Liquidity Drawing, the Bonds with respect to which such Liquidity Drawing was made will be deemed sold to the Bank in an amount equal to the amount of such Liquidity Drawing, the certificates, if any, representing such Bonds must be authenticated and registered in the name of the Bank as Pledged Bonds, as provided in the Bond Indenture and in the Pledge Agreement prior to or simultaneously with the application of the proceeds of such Liquidity Drawing, and such Pledged Bonds must be held by the Bond Trustee on behalf of the Bank as provided in the Bond Indenture and in the Pledge Agreement. Any Pledged Bond will bear interest at the Bank Rate for the period commencing from the date of the related Liquidity Drawing and continuing until such Pledged Bond is paid in full or remarketed as provided in Section 2.4(c) hereof. Upon purchasing Pledged Bonds, the Bank will be entitled to and, where necessary, will be deemed to have been assigned all rights and privileges accorded Bondholders, except to the extent that additional rights and privileges are provided to Pledged Bonds pursuant to this Agreement in which case the terms of this Agreement will prevail and govern.

(c) Pledged Bonds will continue to be held by the Bank until the Liquidity Drawing is paid as required by this Section 2.4(c). The Applicant promises to pay or cause to be paid interest on the Pledged Bonds in accordance with Section 2.5 hereof on the earliest of:

(i) the date on which any Pledged Bonds purchased with funds disbursed under the Letter of Credit are redeemed or cancelled pursuant to the Bond Indenture;

(ii) the date on which any Pledged Bonds purchased with funds disbursed under the Letter of Credit are remarketed pursuant to the Bond Indenture;

(iii) the date on which the Letter of Credit is replaced by a substitute letter of credit pursuant to the terms of the Bond Indenture;

(iv) the first applicable Interest Payment Date, in the case of Liquidity Advances, or the date which is 30 days after the Honor Date of the Liquidity Drawing resulting in such Pledged Bonds, in the case of Liquidity Drawings that are not Liquidity Advances;

(v) the regularly scheduled interest payment date for the Bonds; and

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(vi) the Termination Date, in the case of Liquidity Drawings that are not Liquidity Advances, or the Maturity Date in the case of Liquidity Advances.

The Applicant promises to pay or cause to be paid to the Bank the principal component of the purchase price of the Pledged Bonds on the earliest of:

(i) the date on which any Bonds purchased with funds disbursed under the Letter of Credit are redeemed or cancelled pursuant to the Bond Indenture;

(ii) the date on which any Pledged Bonds purchased with funds disbursed under the Letter of Credit are remarketed pursuant to the Bond Indenture;

(iii) the date on which the Letter of Credit is replaced by a substitute letter of credit pursuant to the terms of the Bond Indenture;

(iv) the first Quarterly Payment Date (to the extent of the payment due on that date under Section 2.4(a) hereof); and

(vii) the Maturity Date.

Any interest or principal on any Pledged Bond not paid when due will bear interest at the Default Rate.

(d) Upon reimbursement to the Bank in full or in part for a Liquidity Advance and interest due and payable thereon pursuant hereto to the date of such reimbursement at the applicable rate of interest set forth herein and reinstatement of the Letter of Credit, if applicable and in accordance with its terms, the Bank will cause to be released and delivered to or upon the order of the Obligated Group Representative a principal amount of Pledged Bonds corresponding to the principal amount of the Liquidity Advance being reimbursed as provided in the Bond Indenture and in the Pledge Agreement. Anything in this Section 2.4(d) to the contrary notwithstanding, in the event the Bonds are Book Entry Bonds, beneficial ownership of Pledged Bonds by the Bank may be reflected in accordance with the book-entry system of DTC in accordance with Section 2.15 of the Bond Indenture and the Pledge Agreement.

(e) Any Pledged Bonds may be purchased by the Applicant in whole or in part at any time without premium or penalty on any Business Day if the purchase is in a principal amount of in excess thereof or, the entire principal amount of the applicable Pledged Bonds then outstanding, if less than .

(f) The obligation of the Applicant to reimburse the Bank for each drawing under the Letter of Credit and to repay each L/C Borrowing is absolute, unconditional and irrevocable, and must be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of the Letter of Credit, this Agreement or any other L/C Document;

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

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

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

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

(g) The rules of the ISP will apply to and govern the Letter of Credit.

Section 2.5 Interest.

(a) Each L/C Borrowing, other than a Liquidity Advance or the Final L/C Borrowing, that is not paid when due (without regard to any applicable grace periods), whether at stated maturity, upon demand, by acceleration or otherwise, will bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable law. Accrued and unpaid interest as set forth above (including interest on past-due interest) will be due and payable upon demand.

(b) Unless otherwise specified as herein provided, the Final L/C Borrowing and any Liquidity Advance will be a Bank Rate Loan and will bear interest at the Bank Rate. At any time that a Bank Rate Loan is outstanding, the Bank will notify the Applicant of any change in the Prime Rate used in determining the Bank Rate promptly following the public announcement of such change. Interest on a Bank Rate Loan will be due and payable in arrears on each Interest Payment Date and at such other times as may be specified herein.

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(c) If any payment hereunder is not made when due, or if a Default has occurred and is continuing, all Obligations will bear interest, payable on demand, from the due date or the date of the Default (as applicable) until paid in full at the Default Rate.

(d) Interest hereunder is due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Laws.

Section 2.6 Letter of Credit Fees. The Applicant hereby agrees to pay, or cause to be paid, the following Letter of Credit Fees to the Bank:

(a) The Applicant must pay to the Bank an L/C fee (the “L/C Fee”) in accordance with the Fee Letter.

(b) The Applicant must pay directly to the Bank for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Bank relating to letters of credit as from time to time in effect, including but not limited to a drawing fee of for each draw upon the Letter of Credit. Such individual customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(c) Notwithstanding anything to the contrary contained herein, while any Default exists, all Letter of Credit Fees will, at the option of the Bank, accrue and be payable on demand at the Default Rate.

(d) Any reference in this Agreement to the same fee is not intended to require duplicate payments of the same fee.

Section 2.7 Method of Payment.

(a) Except as otherwise expressly provided herein, all payments by the Applicant hereunder and under the Fee Letter must be made to the Bank at the Lending Office in Dollars and in immediately available funds not later than time on the date specified herein. All payments received by the Bank after time will be deemed received on the next succeeding Business Day and any applicable interest or fee will continue to accrue thereon. If any payment to be made by the Applicant comes due on a day other than a Business Day, payment must be made on the next following Business Day, and such extension of time will be reflected in computing interest or fees, as the case may be.

Section 2.8 Termination Fee. The Applicant hereby agrees to pay, or cause to be paid, a termination fee (the “Termination Fee”) in accordance with the Fee Letter.

Section 2.9 Computation of Interest and Fees.

(a) All computations of interest and fees payable by the Applicant under this Agreement and under the Fee Letter (other than with respect to Pledged Bonds to the extent such computations are to be made in accordance with the Bond Indenture) will be made on the basis

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of a 360-day year and actual days elapsed. Interest will accrue during each period during which interest is computed from and including the first day thereof to but excluding the last day thereof.

(b) Notwithstanding anything in this Agreement to the contrary, the Applicant is never required to pay any interest pursuant to this Agreement in excess of the Highest Lawful Rate, and if the effective rate of interest that would otherwise be payable under this Agreement is ever judicially interpreted so as to exceed the Highest Lawful Rate, then

(i) the rate of interest that would otherwise be payable under this Agreement will be reduced to the Highest Lawful Rate, and

(ii) any amount of interest collected or received by the Bank pursuant to this Agreement in excess of the Highest Lawful Rate will, at the option of the Bank, be either refunded to the Applicant or credited to any amount of principal owing to the Bank hereunder.

It is further agreed that, without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Bank under this Agreement and under the Fee Letter that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate will be made, to the extent permitted by applicable usury laws (now or, to the extent lawful, hereafter enacted), by amortizing, allocating, prorating and spreading in equal parts during the full stated term of this Agreement all interest at any time contracted for, charged or received by the Bank in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Bank on any date is computed at the Highest Lawful Rate pursuant to this Section 2.9 and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Bank would be less than the amount of interest payable to the Bank computed at the Highest Lawful Rate, then the amount of interest payable to the Bank in respect of such subsequent interest computation period will continue to be computed at the Highest Lawful Rate until the total amount of interest paid to the Bank is equal to the total amount of interest which would have been payable to the Bank if the total amount of interest had been computed without giving effect to this Section.

Section 2.10 Source of Funds. All payments made by the Bank pursuant to the Letter of Credit must be made from funds of the Bank, and not from the funds of any other Person.

Section 2.11 Reduction of Letter of Credit. The Bond Trustee may at any time permanently reduce, without penalty or premium, the Gross Available Amount of the Letter of Credit upon not less than 30 Business Days’ prior written notice to the Bank by the Bond Trustee in the form of a fully executed Exhibit H to the Letter of Credit, designating the date (which must be a Business Day) of such reduction and the amount of such reduction. Such reduction of the Gross Available Amount will be effective, after receipt of such notice, on the second Business Day following the date of delivery of such notice. The Applicant covenants that, after such reduction in the Gross Available Amount, the Gross Available Amount of the Letter of Credit will not be less than the sum of (i) the principal amount of the Bonds outstanding (other than Ineligible Bonds, as that term is defined in the Letter of Credit), plus (ii) interest thereon at the Cap Interest Rate for a period of days determined by the Rating Agencies with the consent of the Bank (based on a year of 365 days and actual days elapsed).

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ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY

Section 3.1 Taxes.

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i) Any and all payments by the Applicant to or on account of any obligation of the Applicant hereunder or under any other L/C Document must to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Applicant or the Bank to withhold or deduct any Tax, such Tax must be withheld or deducted in accordance with such Laws as determined by the Applicant or the Bank, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii) If the Applicant or the Bank is required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment whether to the Bank or any other recipient of any payment to be made by or on account of any obligation of the Applicant hereunder, including, without limitation, any Participant, then (A) the Applicant or the Bank must withhold or make such deductions as are determined by the Applicant or the Bank to be required based upon the information and documentation to be delivered pursuant to subsection (e) below, (B) the Applicant or the Bank must timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Applicant must be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), the Bank or any other recipient of any payment to be made by or on account of any obligation of Applicant hereunder, including, without limitation, any Participant, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b) Payment of Other Taxes by Applicant. Without limiting the provisions of subsection (a) above, the Applicant must timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Laws.

(c) Tax Indemnification. Without limiting the provisions of subsection (a) or (b) above, the Applicant must, and does hereby, indemnify the Bank and any other recipient of any payment to be made by or on account of any obligation of the Applicant hereunder, including, without limitation, any Participant, and must make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Applicant or the Bank or paid by the

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Bank or any other recipient of any payment to be made by or on account of any obligation of the Applicant hereunder, including, without limitation, any Participant, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Applicant must also, and does hereby, indemnify the Bank, and must make payment in respect thereof within 10 days after demand therefor, for any amount which any recipient (other than the Bank) of any payment to be made by or on account of any obligation of the Applicant hereunder, including, without limitation, any Participant, for any reason fails to pay indefeasibly to the Bank. A certificate as to the amount of any such payment or liability delivered to the Applicant by the Bank (on its own behalf or on behalf of any other recipient of any payment to be made by or on account of any obligation of the Applicant hereunder, including, without limitation, any Participant), will be conclusive absent manifest error.

(d) Evidence of Payments. Upon request by the Applicant or the Bank, as the case may be, after any payment of Taxes by the Applicant or the Bank to a Governmental Authority as provided in this Section, the Applicant must deliver to the Bank or the Bank will deliver to the Applicant, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Bank or the Applicant, as the case may be.

(e) Status of Bank.

(i) The Bank will deliver to the Applicant, at the time or times prescribed by applicable Laws or when reasonably requested by the Applicant, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction, including documentation if provided to the Bank by any other recipient of any payment to be made by or on account of any obligation of the Applicant hereunder, including, without limitation, any Participant, and such other reasonably requested information as will permit the Applicant to determine (A) whether or not payments made hereunder or under any other L/C Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) any entitlement of the Bank and any other recipient of any payment to be made by or on account of any obligation of the Applicant hereunder, including, without limitation, any Participant, to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to the Bank or any other recipient of any payment to be made by or on account of any obligation of the Applicant hereunder, including, without limitation, any Participant, by the Applicant pursuant to this Agreement or otherwise to establish the status of the Bank or any other recipient of any payment to be made by or on account of any obligation of the Applicant hereunder, including, without limitation, any Participant, for withholding tax purposes in the applicable jurisdiction.

(ii) Without limiting the generality of the foregoing, if the Applicant is resident for tax purposes in the United States, the Bank will deliver to the

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Applicant executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Applicant as will enable the Applicant to determine whether or not the Bank is subject to backup withholding or information reporting requirements.

(iii) The Bank will promptly (A) notify the Applicant of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as are not materially disadvantageous to it, in the reasonable judgment of the Bank, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Applicant make any withholding or deduction for taxes from amounts payable to the Bank.

(f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time will the Bank or any other recipient of any payment to be made by or on account of any obligation of the Applicant hereunder, including, without limitation, any Participant, have any obligation to file for or otherwise pursue, or have any obligation to pay to the Applicant, any refund of Taxes withheld or deducted from funds paid for the account of the Bank or any other recipient of any payment to be made by or on account of any obligation of the Applicant hereunder, including, without limitation, any Participant. If the Bank determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Applicant or with respect to which the Applicant has paid additional amounts to the Bank for its account pursuant to this Section, it will pay to the Applicant an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Applicant under this Section to the Bank for its account with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Bank, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Applicant, upon the request of the Bank or the applicable recipient of any payment to be made by or on account of any obligation of the Applicant hereunder, including, without limitation, any Participant, agrees to repay the amount paid over to the Applicant (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Bank or the applicable recipient of any payment to be made by or on account of any obligation of the Applicant hereunder, including, without limitation, any Participant, in the event the Bank or the applicable recipient of any payment to be made by or on account of any obligation of Applicant hereunder, including, without limitation, any Participant, is required to repay such refund to such Governmental Authority. This subsection may not be construed to require the Bank or the applicable recipient of any payment to be made by or on account of any obligation of the Applicant hereunder, including, without limitation, any Participant, to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Applicant or any other Person.

Section 3.2 Reduced Return; Capital Adequacy.

(a) If the Bank or a Participant determines that any Laws:

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(i) subject the Bank or a Participant, as applicable, to any Tax, duty or other charge with respect to the L/C Obligations, or change the basis on which taxes are imposed on any amounts payable to the Bank or a Participant, as applicable, under this Agreement;

(ii) impose or modify any reserve, special deposit or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, the Bank or a Participant, as applicable; or

(iii) impose on the Bank or a Participant, as applicable, any other condition affecting this Agreement or any of such extensions of credit or liabilities or commitments;

and the result of any of the foregoing is to increase the cost to the Bank or a Participant, as applicable, of continuing or maintaining the L/C Obligations or to reduce any sum received or receivable by the Bank or a Participant, as applicable, under this Agreement, then from time to time upon demand of the Bank, the Applicant must pay to the Bank such additional amounts as will compensate the Bank or a Participant, as applicable, for such increased cost or reduction.

(b) If the Bank or a Participant determines that any change in any Laws or the interpretation thereof after the Effective Date has the effect of reducing the rate of return on the capital of the Bank or the Participant, as applicable, or compliance by the Bank or the Participant, as applicable (or their respective Lending Offices), or any corporation controlling the Bank or the Participant, as applicable, as a consequence of the Bank’s or the Participant’s, as applicable, obligations hereunder (taking into consideration the Bank’s, such controlling corporation’s or the Participant’s, as applicable, policies with respect to capital adequacy and the Bank’s, such controlling corporation’s or the Participant’s, as applicable, desired return on capital), then from time to time upon demand of the Bank or the Participant, as applicable, the Applicant must pay to the Bank or the Participant, as applicable, such additional amounts as will compensate the Bank or the Participant, as applicable, for such reduction.

Section 3.3 Matters Applicable to all Requests for Compensation. A certificate of the Bank claiming compensation under this ARTICLE III and setting forth in reasonable detail the basis therefor and the additional amount or amounts to be paid to it hereunder will be conclusive in the absence of clearly demonstrable error. In determining such amount, the Bank may use any reasonable averaging and attribution methods.

Section 3.4 Survival. All of the Applicant’s obligations under this ARTICLE III will survive the termination of the Commitment, the expiration, termination or cancellation of the Letter of Credit and the payment in full of all Obligations hereunder. The Bank (or its successor, assign or designee) must assert a claim and exercise its rights under this ARTICLE III by notifying the Applicant thereof within two years (or one year, solely in the case of Section 3.2) after the latest of (a) payment in full of all Obligations owed under this Agreement and termination of the Commitment, (b) expiration of the Letter of Credit or (c) termination of this Agreement, or the claim will be deemed waived.

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ARTICLE IV CONDITIONS PRECEDENT

Section 4.1 Conditions Precedent to Issuance of the Letter of Credit. The following conditions precedent must be satisfied in full before the Bank is obligated to perform under the terms of this Agreement and issue the Letter of Credit:

(a) The Applicant must provide to the Bank on the Effective Date, or the Bank must have, in form and substance satisfactory to the Bank and its counsel (hereinafter, the “Bank’s Counsel”) the following:

(i) an original of this Agreement, executed by a Responsible Officer of the Applicant;

(ii) an original of the Pledge Agreement, executed on behalf of the Trustee and the Applicant;

(iii) evidence of the due authorization, execution and delivery by the parties thereto of this Agreement, including (in the case of the Applicant), a true and correct copy of resolutions of the governing body of the Applicant and all other necessary approvals, if any, certified as of the Effective Date by the Secretary or Assistant Secretary of the Applicant;

(iv) certified copies of the current Articles of Incorporation and by-laws of the Applicant;

(v) a status certificate of the Applicant, certified by the Secretary of State;

(vi) true and correct copies of all Governmental Approvals and all other consents and approvals, if any, necessary for the Applicant to execute, deliver and perform the L/C Documents to which it is a party;

(vii) a certificate of the Secretary or Assistant Secretary of the Applicant certifying the names and true signatures of the officers of the Applicant authorized to sign the L/C Documents to which it is a party;

(viii) a written opinion or opinions of counsel to the Applicant, dated the Effective Date and addressed to the Bank;

(ix) the Supplemental Master Indenture in the form of Exhibit B hereto, duly executed by the Obligated Group Representative and duly authenticated by the Master Trustee;

(x) the Master Trustee’s duly executed certificate of authentication of this Agreement as Obligation No. in the form of Appendix II hereto, constituting an “Obligation” under the Master Indenture pursuant to the provisions of Section 2.04 of the Master Indenture;

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(xi) true copies of the Master Indenture and the Amended Master Trust Indenture, including all amendments thereto which have been requested by the Bank, certified as true, correct and complete by a Responsible Officer of the Applicant;

(xii) a true and correct copy of an Officer’s Certificate attaching an accurate and complete copy of the deposit account control agreement in favor of the Master Trustee for the deposit account containing, or designated as an account which will contain, any part of the “Gross Revenue Fund” as defined in the Master Indenture, executed by a Responsible Officer of the Obligated Group Representative on behalf of the Obligated Group Members, as debtors, and the “Depository Bank” as defined in the Master Indenture with respect to such deposit account;

(xiii) an Officer’s Certificate attaching evidence of each Obligated Group Member’s status as a duly organized and validly existing private not-for-profit corporation under the laws of the State of , that each Obligated Group Member is an organization described in Section 501(c)(3) of the Code, and that the each Obligated Group Member has obtained all Internal Revenue Code approvals necessary to issue the Bonds on a tax-exempt basis, executed by a Responsible Officer of the Obligated Group Representative on behalf of the Obligated Group Members;

(xiv) certified evidence of the current Credit Ratings of the Applicant; and

(xv) such other assurances, certificates, documents, consents and opinions as the Bank may reasonably request.

(b) The Applicant must pay to the Bank any fees and disbursements due to the Bank pursuant to Section 2.6 or Section 9.10 on or prior to the Effective Date.

(c) No Laws or actions of the United States or the State of or any political subdivision or authority therein or thereof, are in effect or have occurred, the effect of which would be to prevent the Bank from fulfilling its obligations under this Agreement or the Letter of Credit.

Section 4.2 Conditions Precedent to Pledged Bonds. Following any payment by the Bank under the Letter of Credit pursuant to a Liquidity Drawing, a Liquidity Drawing is not required to be immediately reimbursed by the Applicant and a Liquidity Advance is available only if on the date of payment of such Liquidity Drawing by the Bank the following statements are true:

(i) the representations and warranties of the Applicant contained in ARTICLE V of this Agreement and the representations and warranties in the other L/C Documents are correct in all material respects on and as of the date of such payment as though made on and as of such date (except for those representations and warranties which by their terms relate to a date certain); and

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(ii) no event has occurred and is continuing, or would result from such payment, which constitutes a Default.

Unless the Applicant has previously advised the Bank in writing that one or both of the above statements is no longer true, the Applicant will be deemed to have represented and warranted on the date of such payment that both of the above statements are true and correct.

ARTICLE V REPRESENTATIONS AND WARRANTIES

The Applicant represents and warrants to the Bank that:

Section 5.1 Existence and Qualification; Power; Compliance with Laws. The Applicant is a corporation duly organized or formed, validly existing and in good standing under the Laws of the state of its incorporation or organization, has the power and authority and the legal right to own and operate its properties, to lease the properties it operates and to conduct its business, is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, and is in compliance with all Laws except to the extent that noncompliance does not have a Material Adverse Effect.

Section 5.2 Power; Authorization; Enforceable Obligations. The Applicant has the power, authority and legal right to make, deliver and perform each L/C Document to which it is a party, and the Applicant has power and authority to request the issuance of the Letter of Credit and to borrow hereunder and has taken all necessary action to request the issuance of the Letter of Credit and to authorize the borrowings on the terms and conditions of this Agreement and to authorize the execution, delivery and performance of the L/C Documents and the Bond Documents to which it is a party. No consent or authorization of, filing with, or other act by or in respect of any Governmental Authority is required in connection with the issuance or amendment of the Letter of Credit or the borrowings hereunder, or with the execution, delivery, performance, validity or enforceability of the L/C Documents or the Bond Documents against the Applicant or, to the extent any other Obligated Group Member(s) is/are a party to such document(s), against that/those Obligated Group Member(s), except as have been obtained or made and as are in full force and effect. The L/C Documents have been duly executed and delivered by the Applicant on behalf of itself and, with respect to the Supplemental Master Indenture and Obligation No. each other Obligated Group Member, and constitute a legal, valid and binding obligation of the Applicant and each other Obligated Group Member, as applicable, enforceable against the Applicant and each other Obligated Group Member, as applicable, in accordance with their respective terms.

Section 5.3 No Legal Bar. The execution, delivery and performance by Applicant of the L/C Documents and Bond Documents to which it is a party and compliance with the provisions thereof have been duly authorized by all requisite action on the part of the Applicant and do not and will not: (i) violate or conflict with, or result in a breach of, or require any consent under (A) any Organization Documents of Applicant, (B) any applicable Laws, rules, or regulations or any order, writ, injunction, or decree of any Governmental Authority or arbitrator, or (C) any material Contractual Obligation of Applicant or any of its Subsidiaries or by which

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any of them or any of their property is bound or subject; (ii) constitute a default under any such agreement or instrument; or (iii) result in, or require, the creation or imposition of any Lien on any of the properties of Applicant or any of its Subsidiaries.

Section 5.4 Financial Statements; No Material Adverse Effect.

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of (A) the Obligated Group on a combined basis and (B) the Applicant and its Subsidiaries on a consolidated basis as of, in each case, the date thereof and their respective results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Obligated Group or the Applicant and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered thereby.

(b) Since the date of the Audited Financial Statements, there has been no event or circumstance which has had a Material Adverse Effect.

Section 5.5 Litigation. Except as disclosed in Appendix A, no litigation, investigation or proceeding of or before an arbitrator or Governmental Authority is pending or, to the knowledge of the Applicant, threatened by or against Applicant or against any of its properties or revenues which, if determined adversely, could have a Material Adverse Effect.

Section 5.6 No Default. Neither the Applicant nor any of its Subsidiaries is in default under or with respect to any contractual obligation which could have a Material Adverse Effect, and no Default has occurred and is continuing or will result from the consummation of this Agreement, the other L/C Documents or the Bond Documents, or the making of the L/C Credit Extensions hereunder.

Section 5.7 Ownership of Property; Liens. Each Obligated Group Member and each of its Subsidiaries (a) is in compliance with Section 3.03 of the Master Indenture and (b) has not created or permitted to exist any Lien upon any of its Property or its Gross Revenues, except as permitted in Section 7.2 hereof. The terms “Lien,” “Property” and “Gross Revenues” as used in this Section 5.7 have the respective definitions set forth in the Master Trust Indenture.

Section 5.8 Taxes. The Applicant and its Subsidiaries have filed all tax returns which are required to be filed, and have paid, or made provision for the payment of, all taxes with respect to the periods, property or transactions covered by said returns, or pursuant to any assessment received by the Applicant or its Subsidiaries, except (i) such taxes, if any, as are being contested in good faith by appropriate proceedings and as to which adequate reserves have been established and maintained in accordance with GAAP, and (ii) immaterial taxes; provided that in each case no material item or portion of property of the Applicant or any of its Subsidiaries is in jeopardy of being seized, levied upon or forfeited.

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Section 5.9 Margin Regulations; Investment Company Act.

(a) No Obligated Group Member is engaged or will engage, principally or as one of its important activities, in the business of extending credit for the purpose of “purchasing” or “carrying” “margin stock” within the respective meanings of each of the quoted terms under Regulation U promulgated by the FRB as now and from time to time hereafter in effect. No part of the proceeds of any L/C Credit Extensions hereunder will be used for “purchasing” or “carrying” “margin stock” as so defined or for any purpose which violates, or which would be inconsistent with, the provisions of Regulations U or X promulgated by the FRB.

(b) No Obligated Group Member or any of its Subsidiaries is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

Section 5.10 ERISA Compliance.

(a) To the extent applicable, each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. To the extent applicable, each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the IRS. To the best knowledge of the Applicant, nothing has occurred that would prevent or cause the loss of such tax-qualified status, to the extent applicable.

(b) There are no pending or, to the best knowledge of the Applicant, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c) (i) No ERISA Event has occurred, and neither the Applicant nor any other Obligated Group Member is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) to the extent Applicant is subject to ERISA, the Applicant and each ERISA Affiliate have met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) to the extent Applicant is subject to ERISA, as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Applicant nor any other Obligated Group Member knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither the Applicant nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) to the extent Applicant is subject to ERISA, neither the Applicant nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan

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administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.

(d) No election has been made under Section 410(d) of the Code for any Pension Plan.

Section 5.11 Intangible Assets. The Applicant and its Subsidiaries own, or possess the right to use, all trademarks, trade names, copyrights, patents, patent rights, franchises, licenses and other intangible assets that are material to the conduct of their respective businesses as now operated, and none of such items, to the best knowledge of the Applicant, conflicts with the valid trademark, trade name, copyright, patent, patent right or intangible asset of any other Person to the extent that such conflict has a Material Adverse Effect.

Section 5.12 Compliance With Laws. The Applicant and its Subsidiaries are in compliance in all material respects with all Laws that are applicable to them, except to the extent that any failure to so comply does not have, individually or in the aggregate, a Material Adverse Effect.

Section 5.13 Environmental Compliance. The Applicant and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Applicant has reasonably concluded that such Environmental Laws and claims do not, individually or in the aggregate, have a Material Adverse Effect.

Section 5.14 Insurance. Obligated Group Members are insured with financially sound and reputable insurance companies that are not Affiliates of the Applicant, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where each Obligated Group Member operates except as provided below:

(a) to the extent of risks covered by adequate self-insurance plans and trusts maintained by or on behalf of the Obligated Group in a manner consistent with past practice; and

(b) insurance policies issued by domiciled insurance company; provided however, that substantially all of the risk assumed under such policies is reinsured with financially sound and reputable insurance companies that are not Affiliates of the Applicant.

Section 5.15 Master Indenture. The Supplemental Master Indenture has not been amended. The Applicant has provided to Bank complete and correct copies of all amendments to the Master Indenture. The Applicant agrees to provide complete and correct copies of any Supplemental Master Indentures to the Master Indenture and to the Amended Master Trust Indenture that may be entered into after the date hereof upon the request of the Bank.

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Section 5.16 Obligated Group Members.

(a) Schedule 5.16 hereto sets forth, as of the Effective Date, all Obligated Group Members and for each such Obligated Group Member its jurisdiction of incorporation and the health facilities owned and operated by such Obligated Group Member. Each of the Obligated Group Members (other than the Applicant) has validly entered into and remains subject to the Master Indenture and the Amended Master Trust Indenture and has, by entering into the Master Indenture and the Amended Master Trust Indenture, authorized and empowered the Applicant to enter into the L/C Documents and to issue and amend Obligation No. on its behalf. The Applicant and each of the other Obligated Group Members are jointly and severally obligated on all Obligations hereunder, under all Master Indenture Obligations and under Obligation No. and the Applicant, on behalf of each Obligated Group Member, as the Obligated Group exists from time to time, hereby acknowledges and accepts such joint and several liability and agrees that the Bank may seek payment on Obligation No. from any Obligated Group Member without regard to the Applicant or any other Obligated Group Member.

(b) Except as disclosed in Appendix A, after due investigation, the Applicant knows of no fact or circumstance related to any Obligated Group Member, including compliance or non-compliance with Laws, that individually or in the aggregate, is reasonably likely to have a Material Adverse Effect and that has not been specifically disclosed in writing to the Bank prior to the Effective Date.

Section 5.17 Income Tax Status. The Applicant is an organization described in Section 501(c)(3) of the Code, is exempt from federal income tax under Section 501(a) of the Code except for tax imposed on unrelated business income pursuant to Section 511 of the Code and is an organization described in Section 170(b)(1)(A) of the Code and is not a “private foundation” as defined by Section 509(a) of the Code. Applicant has not received any notice from the IRS that its returns are being audited or its status as an organization described in Section 501(c)(3) of the Code is being investigated or challenged. The Applicant is in substantial compliance with the requirements of the IRS related to the preservation and maintenance of its exempt status.

Section 5.18 Disclosure. On the Effective Date (except for those statements, information, reports, representations and warranties which by their terms relate to a date certain which date will apply), no statement, information, report, representation or warranty made by Applicant in this Agreement, the Fee Letter, Obligation No. the Master Indenture or the Supplemental Master Indenture contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not misleading, and no statement, information, report, representation, or warranty made (or deemed made or repeated) after the Effective Date by any Obligated Group Member in any L/C Document or furnished to the Bank by or on behalf of any Obligated Group Member pursuant to the terms and conditions of any L/C Document contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not misleading as of the date when made or deemed made or repeated. As of the date of delivery of the Reoffering Circular on (except for those statements, information, reports, representations and warranties which by their terms relate to a date certain which date will apply), no statement, information, report, representation or warranty made by the Applicant in the “Healthcare

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Industry Risk Factors” or Appendix A contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not misleading as of such date, and the Applicant makes no representation regarding subsequent events after

, as it relates to statements, information, reports, representations or warranties set forth in “Healthcare Industry Risk Factors” or in Appendix A.

ARTICLE VI AFFIRMATIVE COVENANTS

So long as any Obligations remain unpaid or unperformed, or any portion of the Commitment remains outstanding, or the Letter of Credit remains outstanding, the Applicant must, and must (except in the case of the Applicant’s reporting covenants) cause each of the other Obligated Group Members to:

Section 6.1 Financial Statements. Deliver to the Bank in form and detail satisfactory to the Bank:

(a) as soon as available, but in any event within 120 days after the end of each fiscal year of the Applicant, a consolidated balance sheet of the Applicant and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, together with a separate schedule showing the same financial information for the Applicant and the other Obligated Group Members on a segregated combined basis, all in reasonable detail, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Bank, which report and opinion must be prepared in accordance with GAAP and may not be subject to any qualifications or exceptions as to the scope of the audit nor to any qualifications and exceptions not reasonably acceptable to the Bank;

(b) as soon as available, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Applicant, a consolidated balance sheet of the Applicant and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income and cash flows for such fiscal quarter and for the portion of the Applicant’s fiscal year then ended, together with a separate schedule showing the same financial information for the Applicant and the other Obligated Group Members on a segregated combined basis, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Applicant as fairly presenting the financial condition, results of operations and cash flows of the Applicant and the other Obligated Group Members in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and

(c) within 150 days of the end of each fiscal year of the Applicant, updated projections in form acceptable to the Bank for such fiscal year and the succeeding fiscal years until the Last Maturity Date showing, on a fiscal quarter-to-date and a fiscal year-to-date basis, projected balance sheets and income and cash flows for the Applicant and its Subsidiaries on a

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consolidated basis and for the Applicant and the other Obligated Group Members on a segregated combined basis.

Documents required to be delivered pursuant to Section 6.1(a) or Section 6.1(b) hereof may be delivered electronically and, if so delivered, will be deemed to have been delivered on the date (i) on which the Applicant posts such documents or provides a link thereto on the Applicant’s website on the Internet at the website address listed in Section 9.8 hereof; or (ii) on which such documents are posted on the Applicant’s behalf on an Internet or intranet website, if any, to which the Bank has access (whether a commercial, third-party website or whether sponsored by the Bank). The Applicant must notify the Bank (by telecopier or electronic mail) of the posting of any such documents and provide to the Bank by electronic mail electronic versions (i.e., soft copies) of such documents.

Section 6.2 Certificates, Notices and Other Information. Deliver to the Bank in form and detail satisfactory to the Bank:

(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of its independent certified public accountants certifying such financial statements;

(b) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and Section 6.1(b), a duly completed Compliance Certificate signed by a Responsible Officer of the Applicant;

(c) promptly after request by the Bank, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Applicant by independent accountants in connection with the accounts or books of the Applicant or any Obligated Group Member, or any audit of any of them;

(d) promptly after the occurrence thereof, notice of any Default;

(e) prompt notice of any material change in accounting policies or financial reporting practices by the Applicant or any other Obligated Group Member;

(f) promptly after a Responsible Officer of an Obligated Group Member obtains knowledge of the commencement thereof, notice of any litigation, investigation or proceeding (i) affecting any Obligated Group Member where the amount claimed exceeds the Threshold Amount (other than (x) self-insured hospital professional liability claims and (y) employment practice liability claims (e.g., wrongful termination, harassment, and discrimination)), (ii) in which injunctive relief or similar relief is sought, which relief, if granted, would have a Material Adverse Effect, or (iii) which otherwise could reasonably be expected to have a Material Adverse Effect;

(g) promptly after a Responsible Officer of an Obligated Group Member obtains knowledge of the occurrence thereof, notice of any Reportable Event with respect to any Plan or the intent to terminate any Plan, or the institution of proceedings or the taking or expected taking of any other action to terminate any Plan or withdraw from any Plan;

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(h) promptly after a Responsible Officer of an Obligated Group Member obtains knowledge of the occurrence thereof, notice of any Material Adverse Effect;

(i) promptly upon the acquisition or formation of a new Obligated Group Member, notice thereof and, in the case of each such new Obligated Group Member, its name, jurisdiction of incorporation and the identity of the Persons who are the members of that new Obligated Group Member;

(j) promptly upon (i) the receipt thereof by any Obligated Group Member, a copy of any notice, certification, demand or other writing or communication given by the Master Trustee to the Applicant or any other Obligated Group Member with respect to (A) any actual or potential “Event of Default” as defined in the Master Indenture, or (B) the addition or removal of any Person as an Obligated Group Member or (ii) the giving thereof by any Obligated Group Member, a copy of any notice, certification, demand or other writing or communication given by such Obligated Group Member to the Master Trustee with respect to (A) or (B) above;

(k) promptly upon request by Bank, a copy of any notice, certification, demand or other writing or communication given by the Master Trustee to the Applicant or any other Obligated Group Member with respect to the issuance, amendment, or cancellation of any Master Indenture Obligation;

(l) promptly, notice of any announcement by either Rating Agency of any change or possible change in the Credit Ratings; and

(m) promptly, such other data and information as from time to time may be reasonably requested by the Bank.

Each notice pursuant to this Section 6.2 must be accompanied by a statement of a Responsible Officer of the Applicant describing in reasonable detail the occurrence referred to therein. The Applicant may provide the notices, documents, information and data required to be provided under this Section 6.2.

Section 6.3 Payment of Taxes. Pay and discharge when due all taxes, assessments and governmental charges or levies imposed on any Obligated Group Member or its Subsidiaries or on its income or profits or any of its property, except for any such tax, assessment, charge or levy which is for taxes not yet due or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP.

Section 6.4 Preservation of Existence. Preserve and maintain its existence, licenses, permits, rights, franchises and privileges necessary or desirable in the normal conduct of its business, except where failure to do so does not have a Material Adverse Effect.

Section 6.5 Maintenance of Properties. Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good order and condition, subject to wear and tear in the ordinary course of business, and not permit any waste of its properties.

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Section 6.6 Maintenance of Insurance. Maintain liability and casualty insurance in self-insurance plans or trusts or with responsible insurance companies reasonably satisfactory to the Bank in such amounts and against such risks as is customary for similarly situated businesses.

Section 6.7 Compliance With Laws.

(a) Comply with the requirements of all applicable Laws and orders of any Governmental Authority, noncompliance with which would have a Material Adverse Effect; and

(b) Conduct its operations and keep and maintain its property in substantial compliance with all Environmental Laws.

Section 6.8 Inspection Rights. At any time during regular business hours and as often as reasonably requested, permit the Bank, or any employee, agent or representative thereof, to examine, audit and make copies and abstracts from the Obligated Group Members’ records and books of account and to visit and inspect their properties and to discuss their affairs, finances and accounts with any of their officers and key employees, and, upon request, furnish promptly to the Bank true copies of all financial information and internal management reports made available to their senior management.

Section 6.9 Keeping of Records and Books of Account. Keep adequate records and books of account reflecting all financial transactions in conformity with GAAP, consistently applied, and in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over Applicant or any other Obligated Group Member.

Section 6.10 Compliance with ERISA. (a) Maintain each Plan in compliance in all material respects with the applicable provisions of ERISA (to the extent applicable), the Code and other federal or state Law; (b) cause each Plan (if any) which is qualified under Section 401(a) of the Code to maintain such qualification; and (c) make all required contributions to any Plan subject to Section 412 of the Code, if applicable.

Section 6.11 Compliance With Agreements. Promptly and fully comply with all Contractual Obligations under all material agreements, indentures, leases and/or instruments to which any one or more of them is a party, except for any such Contractual Obligations (a) the performance of which would cause a Default, (b) then being contested by any of them in good faith by appropriate proceedings, or (c) if the failure to comply therewith would not have a Material Adverse Effect.

Section 6.12 Use of Bond Proceeds. Use the proceeds of the Bonds for only such purposes as are contemplated under the Bond Indenture, as such purposes may be modified from time to time in accordance with the Bond Indenture.

Section 6.13 Master Indenture. Maintain at all times: (a) Obligation No. as a Master Indenture Obligation which ranks in at least equal priority under the Master Indenture with every other Master Indenture Obligation thereunder; (b) the Master Indenture and Supplemental Master Indenture in full force and effect without amendment or modification except as may be necessary in connection with new or existing Indebtedness (other than the

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Obligations) of the Obligated Group; and (c) the Applicant as an Obligated Group Member and as Obligated Group Representative.

Section 6.14 CUSIPs and Rating on Pledged Bonds. Cooperate with the Bank and Ratings Agencies and otherwise use its best efforts to (1) cause to reserve and deliver to the Bank a CUSIP Number for the Pledged Bonds upon receipt therefore from the Bank and (2) at the request of the Bank, cause the Rating Agencies to confirm that the Credit Ratings in effect from time to time will also apply to the Bonds as Pledged Bonds.

Section 6.15 Investment Grade Rating. Maintain at all times an Investment Grade Rating.

Section 6.16 Further Assurances. Promptly upon request by the Bank, the Applicant must (and must cause any of its Subsidiaries to) execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, security agreements, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments that the Bank may reasonably require from time to time in order (i) to carry out more effectively the purposes of this Agreement or any other L/C Document and (ii) to better assure, convey, grant, assign, transfer, preserve, protect and confirm to the Bank the rights granted or now or hereafter intended to be granted to the Bank under this Agreement, any other L/C Document or under any other document executed in connection therewith.

ARTICLE VII NEGATIVE COVENANTS

So long as any Obligations remain unpaid or unperformed, or any portion of the Commitment remains outstanding, or the Letter of Credit remains outstanding, the Applicant may not, nor may it permit any of the other Obligated Group Members to, directly or indirectly:

Section 7.1 Terms of Indebtedness. Agree, in connection with any Indebtedness, to any financial covenants with respect to one or more of the Obligated Group Members which are more restrictive on such Obligated Group Members than those set forth in Section 7.6 hereof, except with respect to Indebtedness which is not a Master Indenture Obligation and which does not exceed in total amount at any time outstanding.

Section 7.2 Liens and Negative Pledges. Incur, assume or suffer to exist any Lien or Negative Pledge upon any of its property, assets or revenues, whether now owned or hereafter acquired, except (a) as permitted by the Master Indenture or (b) to secure the “Obligations” as defined herein in the Reimbursement Agreement.

Section 7.3 Fundamental Changes. Merge or consolidate with or into any Person, or liquidate, wind-up or dissolve itself, or permit or suffer any liquidation or dissolution, or sell all or substantially all of its assets, except as permitted by Section 3.06 of the Master Indenture.

Section 7.4 ERISA. At any time engage in a transaction which could be subject to Sections 4069 or 4212(c) of ERISA (to the extent ERISA is applicable), or permit any Pension Plan to (a) engage in any non-exempt “prohibited transaction” (as defined in Section 4975 of the

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Code); (b) fail to comply with ERISA (to the extent ERISA is applicable) or any other applicable Laws; (c) incur any material “accumulated funding deficiency” (as defined in Section 302 of ERISA and to the extent ERISA is applicable), which, with respect to each event listed above, has a Material Adverse Effect, or (d) make any election under Section 410(d) of the Code.

Section 7.5 Change in Nature of Business. Make any material change in the nature of the business of any Obligated Group Member as conducted and as proposed to be conducted as of the date hereof, except as permitted by the Master Indenture.

Section 7.6 Financial Covenants.

(a) Permit the Cash to Debt Ratio to be less than 0.65 to 1.00 as at any fiscal quarter end.

(b) Permit the Debt Service Coverage Ratio to be less than 1.50 to 1.00 (the “Minimum Ratio”) for any four fiscal quarter period. If any other debt service coverage ratio covenant to which the Applicant is subject with respect to any of its other creditors is higher (more restrictive) than the Minimum Ratio (the highest or most restrictive of such debt service coverage ratio covenants being the “Maximum Ratio”), then the Minimum Ratio will be deemed amended to be the Maximum Ratio at all times during which the Maximum Ratio is in effect and higher (more restrictive) than the Minimum Ratio. During any period that the Minimum Ratio is deemed amended to match the Maximum Ratio, Applicant must include a calculation of, and certify as to, Applicant’s compliance or noncompliance with the Maximum Ratio in each Compliance Certificate deliverable during such period.

(c) Permit the Debt to Capital Ratio to exceed 0.65 to 1.00 as at any fiscal quarter end.

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES

Section 8.1 Events of Default. Any one or more of the following events will constitute an Event of Default hereunder:

(a) The Applicant fails to pay any principal on any L/C Borrowing as and on the date when due.

(b) The Applicant fails to pay any interest on any L/C Borrowing, or any Letter of Credit Fees due hereunder, within five days after the date when due; or fails to pay any other fees or amount payable to the Bank under this Agreement or any other L/C Document within five days after the date when due.

(c) (i) Any default occurs in the observance or performance of any agreement contained in Section 6.13 or ARTICLE VII or (ii) the Applicant fails to perform or observe any other covenant or agreement set forth in Section 6.1, Section 6.2 or Section 6.8 and such failure continues for 15 calendar days.

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(d) An Event of Default (as such term is or may hereafter be specifically defined in any L/C Document) occurs under any L/C Document, including the Master Indenture; or any Obligated Group Member fails to perform or observe any other covenant or agreement (not specified in subsections (a), (b) or (c) above) contained in any L/C Document on its part to be performed or observed and such failure continues for 30 days (or, in the case of the Master Indenture, such failure continues for the period of grace, if any, therein allowed).

(e) Any representation or warranty in any L/C Document or in any certificate, agreement, instrument or other document made or delivered by any Obligated Group Member pursuant to or in connection with any L/C Document proves to have been incorrect in any material respect when made or deemed made.

(f) (i) Any Obligated Group Member defaults in any payment when due of principal of or interest on any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount in excess of the Threshold Amount; or (ii) any Obligated Group Member defaults in the observance or performance of any other agreement or condition relating to any Indebtedness (other than Indebtedness hereunder) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, Indebtedness having an aggregate principal amount in excess of the Threshold Amount to be demanded or become due (automatically or otherwise) prior to its stated maturity, or to cause any Guarantee in excess of the Threshold Amount to become so payable or cash collateral in respect thereof to be demanded; or (iii) any Obligated Group Member is unable or admits in writing its inability to pay its debts as they mature; or (iv) an Early Termination Date (as defined in such Swap Contract) occurs under any Swap Contract resulting from (x) any event of default under such Swap Contract as to which the Applicant or any other Obligated Group Member is the Defaulting Party (as defined in such Swap Contract) or (y) any Termination Event occurring under any Swap Contract (as defined therein) as to which the Applicant or any other Obligated Group Member is an Affected Party (as so defined), and, in either event, the Swap Termination Value owed by the Applicant or such other Obligated Group Member as a result thereof is greater than the Threshold Amount and such Swap Termination Value remains unpaid for more than five days after the date when due.

(g) Any L/C Document, at any time after its execution and delivery and for any reason other than the agreement of the Bank or satisfaction in full of all of the Obligations, ceases to be in full force and effect or is declared by a court of competent jurisdiction to be null and void, invalid or unenforceable in any respect; or any Obligated Group Member denies that it has any or further liability or obligation under any L/C Document, or purports to revoke, terminate or rescind any L/C Document.

(h) A final judgment against any Obligated Group Member is entered for the payment of money in excess of the Threshold Amount which is in excess of insurance coverage (to the extent constituting independent third-party insurance as to which the insurer does not dispute coverage), or any non-monetary final judgment is entered against any Obligated Group Member which has a Material Adverse Effect and, in each case if such judgment remains unsatisfied without procurement of a stay of execution within 30 calendar days after the date of

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entry of judgment or, if earlier, five days prior to the date of any proposed sale, or any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 calendar days after its issue or levy.

(i) Any Obligated Group Member or any of its Subsidiaries (i) institutes or consents to the institution of any proceeding under Debtor Relief Laws, or makes an assignment for the benefit of creditors; or (ii) applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of that Person and the appointment continues undischarged or unstayed for 60 calendar days, or any proceeding under Debtor Relief Laws relating to any such Person or to all or any part of its property is instituted without the consent of that Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding.

(j) (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Applicant under Title IV of ERISA to that Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount; (ii) the aggregate amount of Unfunded Pension Liability among all Pension Plans at any time exceeds the Threshold Amount; or (iii) the Applicant or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount.

Section 8.2 Remedies Upon Event of Default. Without limiting any other rights or remedies of the Bank provided for elsewhere in this Agreement, the L/C Documents or the Bond Documents, or by applicable Law or in equity, or otherwise:

(a) Upon the occurrence, and during the continuance, of any Event of Default other than an Event of Default described in Section 8.1(i), the Bank may (i) terminate the Commitment and any obligation of the Bank to make L/C Credit Extensions, and/or (ii) declare the unpaid principal amount of all outstanding L/C Obligations, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder to be immediately due and payable, and simultaneously direct the Master Trustee to accelerate all Master Indenture Obligations pursuant to Section 4.02(a) of the Master Indenture and the Supplemental Master Indenture, including Obligation No. all without protest, presentment, notice of dishonor, demand or further notice of any kind, all of which are expressly waived by the Applicant.

(b) Upon the occurrence of any Event of Default described in Section 8.1(i), the Commitment, any obligation of the Bank to make L/C Credit Extensions and all other obligations of the Bank will automatically terminate without notice to or demand upon the Applicant, which are expressly waived by the Applicant, and the unpaid principal amount of all outstanding L/C Obligations, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder will be immediately due and payable without further act of the Bank, and the Bank thereupon, unless prohibited from so doing under Debtor Relief Laws: (i)

47 4811-7134-3888.7

will notify the Master Trustee of such acceleration and (ii) may direct the Master Trustee to accelerate all Master Indenture Obligations of the Obligated Group under the Master Indenture pursuant to Section 4.02(a) thereof and the Supplemental Master Indenture, all without protest, presentment, notice of dishonor, demand or further notice of any kind, all of which are expressly waived by the Applicant.

(c) Upon the occurrence of any Event of Default, the Bank may, without notice to (except as expressly provided for in any L/C Document) or demand upon the Applicant, which are expressly waived by the Applicant (except as to notices expressly provided for in any L/C Document): (i) in accordance with the Supplemental Master Indenture, proceed to protect, exercise and enforce its rights and remedies under the L/C Documents and Bond Documents against any Obligated Group Member and such other rights and remedies as are provided by Law or equity, including instituting suit, actions or proceedings pursuant to the Supplemental Master Indenture seeking any remedy provided under the Master Indenture if the Master Trustee has neglected or refused to institute any such action, suit or proceeding; and (ii) without regard to the provisions of the Supplemental Master Indenture and Master Indenture, protect, exercise and enforce its rights and remedies under the L/C Documents and Bond Documents against the Applicant or any other Obligated Group Member.

(d) Upon the occurrence of any Event of Default, the Bank may give notice of the occurrence of an Event of Default to the Bond Trustee, directing the Bond Trustee to cause a mandatory tender of the Bonds pursuant to Section 4.06(B)(3) of the Bond Indenture, thereby causing the Letter of Credit to expire twenty-five (25) days thereafter.

(e) The order and manner in which the Bank’s rights and remedies are to be exercised will be determined by the Bank in its sole and absolute discretion. After the exercise of remedies provided for in this Section 8.2 (or after the L/C Obligations have automatically become immediately due and payable), any amounts received on account of the L/C Obligations will be applied by the Bank in the following order:

First, to payment of that portion of the L/C Obligations constituting fees, indemnities, expenses and other amounts payable to the Bank;

Second, to payment of that portion of the L/C Obligations constituting accrued and unpaid interest on the L/C Borrowings;

Third, to payment of that portion of the L/C Obligations constituting unpaid principal of the L/C Borrowings; and

Last, the balance, if any, after all of the L/C Obligations have been indefeasibly paid in full to the Applicant or as otherwise required by Law.

No application of payments will cure any Event of Default or prevent acceleration, or continued acceleration, of amounts payable under the L/C Documents or Bond Documents or prevent the exercise, or continued exercise, of rights or remedies of the Bank hereunder or thereunder or at Law or in equity.

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ARTICLE IX MISCELLANEOUS

Section 9.1 No Deductions. Each payment by the Applicant or any other Obligated Group Member to the Bank under this Agreement or any other L/C Document must be made without condition or deduction for any counterclaim, defense, recoupment or setoff.

Section 9.2 Indemnity. The Applicant agrees to indemnify and hold the Bank and its officers, directors and employees harmless from and against, and to pay on demand, any and all claims, damages, losses, liabilities, costs and expenses whatsoever which the Bank and its officers, directors and employees may incur or suffer by reason of or in connection with the execution and delivery of this Agreement or the Letter of Credit, or any other documents which may be delivered in connection with this Agreement or the Letter of Credit, or in connection with any payment under the Letter of Credit, including without limitation the fees and expenses of counsel for the Bank with respect thereto and with respect to advising the Bank as to its rights and responsibilities under this Agreement and the Letter of Credit and all fees and expenses, if any, in connection with the enforcement or defense of the rights of the Bank in connection with the L/C Documents or the Bond Documents, or the collection of any monies due under this Agreement or such other documents which may be delivered in connection with any of the L/C Documents or Bond Documents; except, only if, and to the extent that of any direct compensatory, as opposed to consequential, damages suffered by the Applicant which the Applicant proves (by obtaining a nonappealable judgment) were caused by the willful misconduct or gross negligence of the Bank in determining whether documents presented under the Letter of Credit complied with the terms of the Letter of Credit (it being understood that the Bank assumes no liability or responsibility for the genuineness, falsification or effect of any document which appears on such examination to be regular on its face). Promptly after receipt by the Bank of notice of the commencement, or threatened commencement, of any action subject to the indemnities contained in this Section 9.2, the Bank will promptly notify the Applicant thereof, provided that failure to give such notice will not relieve the Applicant from any liability to the Bank hereunder. The obligations of the Applicant under this Section 9.2 will survive payment of all Obligations owed under this Agreement and the expiration of the Letter of Credit. Bank (or its successor, assign or designee) must assert a claim and exercise its rights under this Section 9.2 by notifying Applicant thereof within 5 years after the later of (a) payment in full of all Obligations owed under this Agreement, (b) expiration of the Letter of Credit or (c) termination of this Agreement, or the claim will be deemed waived.

Section 9.3 Participations.

(a) The Bank may grant participations in the Letter of Credit to one or more other entities, and each Participant will be entitled to the benefits of this Agreement, including, without limitation, ARTICLE III and Section 9.2 and Section 9.11 hereof, to the same extent as if they were a direct party hereto; provided, however, that no such participation by any Participant will in any way affect the obligation of the Bank under the Letter of Credit; and provided further that no Participant will be entitled to receive payment hereunder of any amount greater than the amount which would have been payable had the Bank not granted a participation to such Participant.

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(b) If the Bank wishes to sell or assign a participation to another Person, then Bank must obtain Applicant’s consent to that sale or assignment if the following statements are true as of the date of the sale:

(i) the sale or assignment is not to an Affiliate of the Bank;

(ii) the representations and warranties of Applicant in this Agreement are correct in all material respects on and as of the date of the sale or assignment, as applicable, as though made on and as of such date (except for those representations and warranties which by their terms relate to a date certain); and

(iii) no event has occurred and is continuing that constitutes a Default hereunder.

The Applicant may not unreasonably withhold or delay its consent to the Bank’s sale or assignment of a participation. If the Applicant disapproves a proposed sale or assignment of a participation, the Applicant must provide to the Bank written notice of such disapproval that describes in detail the reasonable basis for the Applicant’s disapproval and do so within 30 calendar days of the request for approval. Otherwise, the Applicant will be deemed to have approved the proposed sale or assignment.

Section 9.4 Survival of this Agreement. All covenants, agreements, representations and warranties made in this Agreement will survive the issuance of the Letter of Credit by the Bank and will continue in full force and effect so long as the Letter of Credit is unexpired or any Obligations are outstanding and unpaid. The obligation of the Applicant to reimburse the Bank pursuant to ARTICLE III (except as provided in Section 3.4), Section 9.2 and Section 9.10 hereof will survive the payment of the Bonds and the termination of this Agreement. The Bank (or its successor, assign or designee) must assert a claim and exercise its rights under ARTICLE III, Section 9.2, Section 9.10 and/or this Section 9.4 by notifying the Applicant thereof within two years after the later of (a) payment in full of all Obligations owed under this Agreement, (b) expiration of the Letter of Credit or (c) termination of this Agreement, or the claim will be deemed waived.

Section 9.5 Modification of this Agreement. No amendment, modification or waiver of any provision of this Agreement will be effective unless the same is in writing and signed by the Bank and the Applicant and no amendment, modification or waiver of any provision of the Letter of Credit, and no consent to any departure by the Applicant therefrom, will in any event be effective unless the same is in writing and signed by the Bank. Any such waiver or consent will be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Applicant in any case will entitle the Applicant to any other or further notice or demand in the same, similar or other circumstances, except as specifically provided herein.

Section 9.6 Waiver of Rights by the Bank. No course of dealing or failure or delay on the part of the Bank in exercising any right, power or privilege hereunder or under the Letter of Credit or this Agreement will operate as a waiver thereof, nor will a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right or privilege. The

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rights of the Bank under the Letter of Credit and the rights of the Bank under this Agreement are cumulative and not exclusive of any rights or remedies which the Bank would otherwise have.

Section 9.7 Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby. The parties will endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 9.8 Notices.

(a) Except as otherwise provided in this Section 9.8, all notices hereunder must be given by United States certified or registered mail or by telecommunication device capable of creating written record of such notice and its receipt. Notices hereunder will be effective when received and must be addressed:

If to the Bank: If to the Applicant: with a copy to:

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If to the Bond Trustee:

(b) In addition to the giving of notices and other communications under Section 9.8(a), notices and other communications may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Bank and the Applicant. Each of the Bank or the Applicant may, in its respective discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless the parties otherwise prescribe: (i) notices and other communications sent to an e-mail address will be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication will be deemed to have been sent at the opening of business on the next business day for the recipient; and (ii) notices or communications posted to an Internet or intranet website will be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) Each of the Applicant, the Bank and the Bond Trustee may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto.

Section 9.9 Successors and Assigns. Whenever in this Agreement the Bank is referred to, such reference will be deemed to include the successors and assigns of the Bank and all covenants, promises and agreements by or on behalf of the Applicant which are contained in this Agreement will inure to the benefit of such successors and assigns. The rights and duties of the Applicant hereunder, however, may not be assigned or transferred, except as specifically provided in this Agreement or with the prior written consent of the Bank (and any attempted such assignment or transfer without such consent will be null and void), and all obligations of the Applicant hereunder will continue in full force and effect notwithstanding any assignment by the Applicant of any of its rights or obligations under the Letter of Credit, any of the L/C Documents or Bond Documents or any entering into, or consent by the Applicant to, any supplement or amendment to the Letter of Credit or any of the L/C Documents or Bond Documents.

Section 9.10 Expenses. The Applicant must reimburse the Bank for any and all out-of-pocket expenses and charges paid or incurred by the Bank in connection with the preparation, execution, delivery, administration and enforcement of this Agreement and any amendment to

52 4811-7134-3888.7

this Agreement or the Letter of Credit, including reasonable fees and disbursements of counsel to the Bank.

Section 9.11 Liability of the Bank. The Applicant assumes all risks of the acts or omissions of the Bond Trustee, or any agent of the Bond Trustee, and any transferee beneficiary of the Letter of Credit with respect to its use of the Letter of Credit. Neither the Bank nor any of its officers or directors will be liable or responsible for: (i) the use which may be made of the Letter of Credit or for any acts or omissions of the Bond Trustee, any agent of the Bond Trustee and any transferee beneficiary in connection therewith; (ii) the validity or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged; (iii) payment by the Bank against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (iv) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, that the Applicant will have a claim against the Bank, and the Bank will be liable to the Applicant, to the extent of any direct compensatory, as opposed to consequential, damages suffered by the Applicant which the Applicant proves (by obtaining a nonappealable judgment) were caused by the willful misconduct or gross negligence of the Bank in determining whether documents presented under the Letter of Credit complied with the terms of the Letter of Credit (it being understood that the Bank assumes no liability or responsibility for the genuineness, falsification or effect of any document which appears on such examination to be regular on its face). The Bank is hereby expressly authorized and directed to honor any demand for payment which is made under the Letter of Credit without regard to, and without any duty on its part to inquire into the existence of, any disputes or controversies between or among the Applicant, the Bond Trustee, any transferee beneficiary of the Letter of Credit or any other Person or the respective rights, duties or liabilities of any of them, or whether any facts or occurrences represented in any of the documents presented under the Letter of Credit are true and correct.

Section 9.12 Headings. The captions in this Agreement are for convenience of reference only and will not define or limit the provisions hereof.

Section 9.13 Counterparts. This Agreement may be executed in counterparts, each of which will constitute an original but all taken together to constitute one instrument.

Section 9.14 Reserved.

Section 9.15 Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter thereof and any prior agreements, whether written or oral, with respect thereto are superseded hereby.

Section 9.16 Governing Law; Jurisdiction; Etc.

(a) Governing Law. This Agreement must be governed by and construed in accordance with the internal laws of the State of , without giving effect to choice of law principles thereof.

(b) Submission to Jurisdiction. Applicant and each Obligated Group Member irrevocably and unconditionally submits, for itself and its property, to the nonexclusive

53 4811-7134-3888.7

jurisdiction of the courts of the State of sitting in County and of the United States District Court of the Northern District of , and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other L/C Document, or for recognition or enforcement of any judgment, and each of the parties hereto and the Obligated Group Members irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto and the Obligated Group Members agrees that a final judgment will 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 in any other L/C Document affects any right that Bank or any Participant may otherwise have to bring any action or proceeding relating to this Agreement or any other L/C Document against Applicant or any Obligated Group Member or its properties in the courts of any jurisdiction.

(c) Waiver of Venue. Applicant and each Obligated Group Member irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other L/C Document in any court referred to in Section 9.16 (b). Each of the parties hereto and each Obligated Group Member irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceedings in any such court.

(d) Service of Process. Each party hereto and each Obligated Group Member irrevocably consents to service of process in the manner provided for notices in Section 9.8. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

(e) Waiver of Jury Trial. Each party hereto and each Obligated Group Member hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement or any other L/C Document or the transactions contemplated hereby or thereby (whether based on contract, tort or any other theory). Each party hereto and each Obligated Group Member (a) certifies that no representative, agent or attorney of any other person has represented, expressly or otherwise, that such other person would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto and each Obligated Group Member have been induced to enter into this Agreement and the other L/C Document by, among other things, the mutual waivers and certifications in this section.

(f) Judicial Reference. If any action or proceeding is filed in a court of the State of by or against any party hereto or any Obligated Group Member in connection with any of the transactions contemplated by this Agreement or any other L/C Document, (a) the court must, and is hereby directed to, make a general reference pursuant to

Code of Civil Procedure Section to a referee (who must be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in Code of Civil Procedure Section may be heard and determined by the court, and (b)

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without limiting the generality of Section 9.2 and Section 9.10, Applicant will be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding.

Section 9.17 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other L/C Document), the Applicant acknowledges and agrees, and acknowledges its Affiliates’ understanding and understanding of the Obligated Group Members, that: (i) (A) the arranging and other services regarding this Agreement provided by the Bank and any of its Affiliates are arm’s-length commercial transactions between the Applicant and the Obligated Group Members, on the one hand, and the Bank or any such Affiliate on the other hand, (B) the Applicant has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Applicant is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other L/C Documents; (ii) (A) the Bank is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for the Applicant or any of its Affiliates or any of the Obligated Group Members, or any other Person; and (B) neither the Bank nor any of its Affiliates has any obligation to the Applicant or any of its Affiliates or the Obligated Group Members with respect to the transactions contemplated hereby except those obligations expressly set forth herein, in the Letter of Credit and in the other L/C Documents; and (iii) the Bank and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Applicant and its Affiliates and the Obligated Group Members, and neither the Bank nor any of its Affiliates has any obligation to disclose any of such interests to the Applicant or its Affiliates or the Obligated Group Members. To the fullest extent permitted by law, the Applicant hereby waives and releases any claims that it may have against the Bank and its Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 9.18 Electronic Execution of Assignments and Certain Other Documents. The words “execution,” “signed,” “signature,” and words of like import in this Agreement, in any L/C Document, or in any amendment or other modification hereof or thereof (including waivers and consents) will be deemed to include electronic signatures or the keeping of records in electronic form, each of which will be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 9.19 USA Patriot Act Notice. Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account or obtains a loan. The Bank will ask for the Applicant’s legal name, address, tax ID number or social security number and other identifying information. The Bank may also ask for additional information or documentation or take other actions reasonably necessary to verify the identity of the Applicant, guarantors or other related persons. The Applicant must, promptly following a request by the Bank, provide all documentation and other information that the Bank or any Participant requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. The

55 4811-7134-3888.7

Applicant agrees that the Bank may provide such information to any Participant or prospective Participant.

Section 9.20 Treatment of Certain Information; Confidentiality. The Bank agrees to maintain the confidentiality of the Confidential Information (as defined below), except that Confidential Information may be disclosed:

(a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential),

(b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners),

(c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process,

(d) to any other party hereto,

(e) in connection with the exercise of any remedies hereunder or under any other L/C Document or any action or proceeding relating to this Agreement or any other L/C Document or the enforcement of rights hereunder or thereunder,

(f) subject to an agreement containing provisions substantially the same as those of this Section, to:

(i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement, or

(ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Applicant and its obligations,

(g) with the consent of the Applicant, or

(h) to the extent such Confidential Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Bank, any Participant or any of their respective Affiliates on a nonconfidential basis from a source other than the Applicant.

For purposes of this Section, “Confidential Information” means all information received from the Applicant or any Subsidiary relating to the Applicant or any Subsidiary or any of their respective businesses, other than any such information that is available to the Bank or any Participant on a nonconfidential basis prior to disclosure by the Applicant or any Subsidiary, provided that, in the case of information received from the Applicant or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Confidential Information as provided in this

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Section will be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Confidential Information as such Person would accord to its own confidential information.

The Bank acknowledges that (a) the Confidential Information may include material non-public information concerning the Applicant or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

Section 9.21 Bank Consent to the Amended Master Trust Indenture. The Bank consents to the amendment of the Master Indenture as set forth in the Amended Master Trust Indenture.

[SIGNATURE PAGE IMMEDIATELY FOLLOWS]

Signature Page to Letter of Credit and Reimbursement Agreement 4811-7134-3888.7

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

on its own behalf and as Obligated Group Representative for and on behalf of the Obligated Group Members By: Name: Title: Senior Executive Vice President and Chief Financial Officer

as Bank

By: Name: Title: Managing Director

4811-7134-3888.7

SCHEDULE 5.16

OBLIGATED GROUP MEMBERS

Name of Obligated Group Member

Jurisdiction of Incorporation

Health Facilities Owned and Operated

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APPENDIX I

FORM OF LETTER OF CREDIT

[ATTACHED]

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APPENDIX II

FORM OF MASTER TRUSTEE’S CERTIFICATE OF AUTHENTICATION

[ATTACHED]

4811-7134-3888.7

MASTER TRUSTEE’S CERTIFICATE OF AUTHENTICATION

OF

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of

nonprofit public benefit corporation, on its own behalf and as Obligated Group Representative, for and on behalf of the Obligated Group Members, and a banking corporation, as Bank

AS

OBLIGATION NO. PURSUANT TO THE MASTER TRUST INDENTURE,

DATED AS OF AS AMENDED

This Obligation No. is one of the Obligations described in the aforementioned Master Trust Indenture.

as Master Trustee By

Authorized Officer

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EXHIBIT A

FORM OF COMPLIANCE CERTIFICATE

[ATTACHED]

4811-7134-3888.7

COMPLIANCE CERTIFICATE

This COMPLIANCE CERTIFICATE is furnished to (the “Bank”) pursuant to that certain Letter of Credit and Reimbursement

Agreement dated as of (the “Agreement”), between ), on its own behalf and as “Obligated Group Representative” (as

defined in the Agreement) (the “Company”) and the Bank. Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

The undersigned hereby certifies that:

1. I am the duly elected ____________________________ of the Company.

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Company and its Subsidiaries during the accounting period covered by the attached financial statements.

3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or the occurrence of any event which constitutes a Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below.

4. To the best of my knowledge, the financial statements required by Section 6.1 of the Agreement and being furnished to you concurrently with this certificate fairly represent the Company’s condition in accordance with GAAP as of the dates and for the periods covered thereby; and

5. The Attachment hereto sets forth financial data and computations evidencing the Company’s compliance with certain covenants of the Agreement, all of which data and computations are, to the best of my knowledge, true, complete and correct and have been made in accordance with the relevant Sections of the Agreement.

Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Company has taken, is taking, or proposes to take with respect to each such condition or event:

______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________

2 4811-7134-3888.7

The foregoing certifications, together with the computations set forth in the Attachment hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this _____________ day of _______________, 20__.

on its own behalf and

as Obligated Group Representative for and on behalf of the Obligated Group Members By: Its:

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EXHIBIT B

FORM OF SUPPLEMENTAL MASTER INDENTURE

[ATTACHED]