Common use of Pari Passu Obligations Clause in Contracts

Pari Passu Obligations. On or after the date hereof and so long as expressly permitted by the Credit Agreement, the Borrower may from time to time designate Indebtedness at the time of incurrence to be secured on a pari passu basis with the Obligations (as defined in the Credit Agreement) as Pari Passu Obligations hereunder by delivering to the Collateral Agent and each other Authorized Representative (a) a certificate signed by an Authorized Officer of the Borrower (upon which the Collateral Agent may conclusively and exclusively rely) (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as “Pari Passu Obligations” for purposes hereof, (iii) representing that such designation of such obligations as Pari Passu Obligations complies with the terms of the Credit Agreement and each then extant Pari Passu Agreement, (iv) specifying the name and address of the Authorized Representative for such obligations and (vi) stating that Grantors have complied with their obligations hereunder, (b) a fully executed Pari Passu Secured Party Consent (in the form attached as Annex B) and (c) a fully executed joinder to any applicable Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents for the benefit of all Secured Parties, including, without limitation, any Secured Parties that hold any such Pari Passu Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Pari Passu Obligations as set forth in each Pari Passu Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Security Agreement and the Intercreditor Agreement. Notwithstanding the delivery of the Pari Passu Secured Party Consent set forth above, the Collateral Agent shall not be obligated to act as Collateral Agent for any New Secured Parties (as such term is defined in Exhibit B hereto) whatsoever or to execute any document whatsoever if in the sole judgment of the Collateral Agent doing so would impose, purport to impose or might reasonably be expected to impose upon the Collateral Agent any obligation or liability for which the Collateral Agent is not in its sole discretion adequately protected. In no event shall the Collateral Agent be subject to any document that it has not executed. No Pari Passu Secured Party Consent shall be effective until it has been accepted in writing by the Collateral Agent.

Pari Passu Obligations. On or after the date hereof and so long as expressly permitted by the Credit Agreement, the Borrower Company may from time to time designate Indebtedness at the time of incurrence to be secured on a pari passu basis with the Obligations (as defined in the Credit Agreement) as Pari Passu Obligations hereunder by delivering to the Collateral Agent and each other Authorized Representative (a) a certificate signed by an Authorized Officer of the Borrower Company (upon which the Collateral Agent may conclusively and exclusively rely) (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as “Pari Passu Obligations” for purposes hereof, (iii) representing that such designation of such obligations as Pari Passu Obligations complies with the terms of the Credit Agreement and each then extant Pari Passu Agreement, (iv) specifying the name and address of the Authorized Representative for such obligations and (vi) stating that Grantors have complied with their obligations hereunder, (b) a fully executed Pari Passu Secured Party Consent (in the form attached as Annex B) and (c) a fully executed joinder to any applicable the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents for the benefit of all Secured Parties, including, without limitation, any Secured Parties that hold any such Pari Passu Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Pari Passu Obligations as set forth in each Pari Passu Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Security Agreement and the Intercreditor Agreement. Notwithstanding the delivery of the Pari Passu Secured Party Consent set forth above, the Collateral Agent shall not be obligated to act as Collateral Agent for any New Secured Parties (as such term is defined in Exhibit B hereto) whatsoever or to execute any document whatsoever if in the sole judgment of the Collateral Agent doing so would impose, purport to impose or might reasonably be expected to impose upon the Collateral Agent any obligation or liability for which the Collateral Agent is not in its sole discretion adequately protected. In no event shall the Collateral Agent be subject to any document that it has not executed. No Pari Passu Secured Party Consent shall be effective until it has been accepted in writing by the Collateral Agent.

Pari Passu Obligations. On or after the date hereof and so long as expressly permitted by the Credit AgreementIndenture, the Borrower Issuer may from time to time designate Indebtedness at any indenture, credit agreement or other contract to be a “Pari Passu Agreement” and the time of incurrence indebtedness and other obligations thereunder to be secured on a pari passu basis with the Note Obligations (as defined in the Credit Agreement) as Pari Passu Obligations hereunder by delivering to the Collateral Agent and each other Authorized Representative Pari Passu Agent, if any, (a) a certificate signed by an Authorized Officer of the Borrower (upon which the Collateral Agent may conclusively and exclusively rely) Issuer (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such agreement is designated as a Pari Passu Agreement and such obligations are designated as “Pari Passu Obligations” Obligations for purposes hereof, (iii) representing that such designation of such obligations as Pari Passu Obligations complies with the terms of the Credit Indenture and any Pari Passu Agreement and each then extant Pari Passu Agreement, (iv) specifying the name and address of the Authorized Representative Pari Passu Agent for such obligations and (vi) stating that Grantors have complied with their obligations hereunder, (b) a fully executed Pari Passu Secured Party Consent (in the form attached as Annex B) and (c) a fully executed joinder to any applicable Intercreditor Joinder Agreement. Each Authorized Representative Pari Passu Agent agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under this Agreement for such Pari Passu Agent and subject to the terms holders of the Security Documents such Pari Passu Obligations and as Collateral Agent for the benefit of all Secured Parties, including, including without limitation, any Secured Parties Party that hold holds any such Pari Passu Obligations, and each Authorized Representative Pari Passu Agent, for itself and the other holders of the applicable Pari Passu Obligations, agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for such Pari Passu Agent and the holders of such Pari Passu Obligations as set forth in each Pari Passu Secured Party Consent Joinder Agreement and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Security Agreement and to be subject to, and, if requested, to become a party to, the Intercreditor Agreement. Notwithstanding the delivery of the Pari Passu Secured Party Consent set forth above, the Collateral Agent shall not be obligated to act as Collateral Agent for any New Secured Parties (as such term is defined in Exhibit B hereto) whatsoever or to execute any document whatsoever if in the sole judgment of the Collateral Agent doing so would impose, purport to impose or might reasonably be expected to impose upon the Collateral Agent any obligation or liability for which the Collateral Agent is not in its sole discretion adequately protected. In no event shall the Collateral Agent be subject to any document that it has not executed. No Pari Passu Secured Party Consent shall be effective until it has been accepted in writing by the Collateral Agent.

Pari Passu Obligations. On or after the date hereof and so long as expressly permitted by the Credit Agreement, the Borrower Borrowers may from time to time designate Indebtedness at the time of incurrence to be secured on a pari passu basis with the Obligations (as defined in the Credit Agreement) as Pari Passu Obligations hereunder by delivering to the Collateral Agent and each other Authorized Representative (a) a certificate signed by an Authorized Officer of the Borrower Borrowers (upon which the Collateral Agent may conclusively and exclusively rely) (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as “Pari Passu Obligations” for purposes hereof, (iii) representing that such designation of such obligations as Pari Passu Obligations complies with the terms of the Credit Agreement and each then extant Pari Passu Agreement, (iv) specifying the name and address of the Authorized Representative for such obligations and (vi) stating that Grantors have complied with their obligations hereunder, (b) a fully executed Pari Passu Secured Party Consent (in the form attached as Annex B) and (c) a fully executed joinder to any applicable Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents for the benefit of all Secured Parties, including, without limitation, any Secured Parties that hold any such Pari Passu Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Pari Passu Obligations as set forth in each Pari Passu Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Security Agreement and the Intercreditor Agreement. Notwithstanding the delivery of the Pari Passu Secured Party Consent set forth above, the Collateral Agent shall not be obligated to act as Collateral Agent for any New Secured Parties (as such term is defined in Exhibit B hereto) whatsoever or to execute any document whatsoever if in the sole judgment of the Collateral Agent doing so would impose, purport to impose or might reasonably be expected to impose upon the Collateral Agent any obligation or liability for which the Collateral Agent is not in its sole discretion adequately protected. In no event shall the Collateral Agent be subject to any document that it has not executed. No Pari Passu Secured Party Consent shall be effective until it has been accepted in writing by the Collateral Agent.

Pari Passu Obligations. On or after The obligations of the date hereof and so long as expressly permitted by the Credit Agreement, the Borrower may from time to time designate Indebtedness at the time of incurrence to be secured on a Guarantor under this HITS Guarantee Agreement shall rank pari passu basis with the Obligations (as defined in the Credit Agreement) as Pari Passu Obligations hereunder by delivering to the Collateral Agent and each other Authorized Representative (a) a certificate signed by an Authorized Officer obligations of the Borrower (upon which the Collateral Agent may conclusively and exclusively rely) Guarantor under (i) identifying any similar guarantee agreements issued by the obligations so designated Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust the assets of which consist of debt securities that are pari passu to the Notes and the aggregate principal amount or face amount proceeds thereof, (ii) stating that such obligations are designated as “Pari Passu Obligations” for purposes hereof(a) the Notes, (b) the Guarantor’s Remarketable Fixed Rate Junior Subordinated Notes due 2043, (c) the Guarantor’s Guarantee in respect of the HITS issued by BAC Capital Trust XIV, (d) the Guarantor’s Guarantee in respect of the Trust Common Securities issued by the Trust, (e) the Guarantor’s Guarantee in respect of the trust common securities issued by BAC Capital Trust XIV, (f) the Stock Purchase Contracts issued by the Guarantor in respect of the HITS issued by the Trust pursuant to the Stock Purchase Contract Agreement, and (g) the stock purchase contracts issued by the Guarantor in respect of the HITS issued by BAC Capital Trust XIV, (iii) representing that such designation of such obligations as Pari Passu Obligations complies any expense agreements entered into by the Guarantor in connection with the terms offering of preferred or capital securities by any statutory trust the Credit Agreement assets of which consist of debt securities that are pari passu to the Notes and each then extant Pari Passu Agreementthe proceeds thereof, and (iv) specifying any other security, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the name and address obligations of the Authorized Representative for such Guarantor under this HITS Guarantee Agreement or with any obligation that ranks pari passu with the obligations and (vi) stating that Grantors have complied with their obligations hereunder, (b) a fully executed Pari Passu Secured Party Consent (in the form attached as Annex B) and (c) a fully executed joinder to any applicable Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents for the benefit of all Secured Parties, including, without limitation, any Secured Parties that hold any such Pari Passu Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Pari Passu Obligations as set forth in each Pari Passu Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by Guarantor under this Security Agreement and the Intercreditor HITS Guarantee Agreement. Notwithstanding the delivery of the Pari Passu Secured Party Consent set forth above, the Collateral Agent shall not be obligated to act as Collateral Agent for any New Secured Parties (as such term is defined in Exhibit B hereto) whatsoever or to execute any document whatsoever if in the sole judgment of the Collateral Agent doing so would impose, purport to impose or might reasonably be expected to impose upon the Collateral Agent any obligation or liability for which the Collateral Agent is not in its sole discretion adequately protected. In no event shall the Collateral Agent be subject to any document that it has not executed. No Pari Passu Secured Party Consent shall be effective until it has been accepted in writing by the Collateral Agent.

Pari Passu Obligations. On or after the date hereof and so long as expressly permitted by the Credit Agreement, the Borrower may from time to time designate Indebtedness at the time of incurrence to be secured on a pari passu basis with the Obligations (as defined in the Credit Agreement) as Pari Passu Obligations hereunder by delivering to the Collateral Agent and each other Authorized Representative (a) a certificate signed by an Authorized Officer of the Borrower (upon which the Collateral Agent may conclusively and exclusively rely) (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as “Pari Passu Obligations” for purposes hereof, (iii) representing that such designation of such obligations as Pari Passu Obligations complies with the terms of the Credit Agreement and each then extant Pari Passu Agreement, (iv) specifying the name and address of the Authorized Representative for such obligations and (vi) stating that Grantors Pledgors have complied with their obligations hereunder, (b) a fully executed Pari Passu Secured Party Consent (in the form attached as Annex B) and (c) a fully executed joinder to any applicable Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents for the benefit of all Secured Parties, including, without limitation, any Secured Parties that hold any such Pari Passu Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Pari Passu Obligations as set forth in each Pari Passu Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Security Agreement and the Intercreditor Agreement. Notwithstanding the delivery of the Pari Passu Secured Party Consent set forth above, the Collateral Agent shall not be obligated to act as Collateral Agent for any New Secured Parties (as such term is defined in Exhibit B hereto) whatsoever or to execute any document whatsoever if in the sole judgment of the Collateral Agent doing so would impose, purport to impose or might reasonably be expected to impose upon the Collateral Agent any obligation or liability for which the Collateral Agent is not in its sole discretion adequately protected. In no event shall the Collateral Agent be subject to any document that it has not executed. No Pari Passu Secured Party Consent shall be effective until it has been accepted in writing by the Collateral Agent.

Pari Passu Obligations. On (a) Each Lender and each Issuing Bank acknowledges that Pari Passu Debt Obligations may be secured by Liens on the Collateral having the same priority as, or after junior priority to, the date hereof Liens securing the Obligations and so long as expressly permitted hereby consents thereto. (b) In connection with the incurrence by the Credit AgreementBorrower or any Subsidiary of Pari Passu Debt, the Borrower may from time to time designate Indebtedness each Lender and each Issuing Bank (i) acknowledges that, at the time request of incurrence to be secured on a pari passu basis with the Obligations (as defined in Borrower, each of the Credit Agreement) as Pari Passu Obligations hereunder by delivering to Administrative Agent and/or the Collateral Agent and each other Authorized Representative (a) a certificate signed by an Authorized Officer of the Borrower (upon which the Collateral Agent may conclusively and exclusively rely) (i) identifying the obligations so designated and the aggregate principal amount shall enter into one or face amount thereofmore Pari Passu Intercreditor Agreements, (ii) stating that such obligations are designated as “authorizes and directs each Agent to execute and deliver any Pari Passu Obligations” for purposes hereofIntercreditor Agreement and any documents relating thereto, in each case on behalf of such Lender or Issuing Bank and without any further consent, authorization or other action by such Lender or Issuing Bank, (iii) representing that such designation of such obligations authorizes and directs each Agent to act as its representative under, and in connection with, any Pari Passu Obligations complies with the terms of the Credit Agreement and each then extant Pari Passu Intercreditor Agreement, (iv) specifying acknowledges that any Pari Passu Intercreditor Agreement may contain provisions that permit or require the name Liens securing the Obligations and address the Pari Passu Debt Obligations to be granted in favor of a single collateral agent trustee, which may not be the Authorized Representative for such obligations Administrative Agent or the Collateral Agent (a “Shared Collateral Agent”), (v) acknowledges that any Pari Passu Intercreditor Agreement may provide that the holders of a majority in aggregate principal amount of Obligations and Pari Passu Debt Obligations, voting as a single class, may direct the Shared Collateral Agent with respect to enforcement or the actions concerning the Collateral, and (vi) stating that Grantors have complied with their obligations hereunderagrees that, (b) a fully executed upon the execution and delivery thereof, it will be bound by the provisions of any Pari Passu Secured Party Consent Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions thereof. Each Lender and each Issuing Bank further authorizes and directs each Agent to enter into such amendments, supplements or other modifications to any Pari Passu Intercreditor Agreement as are reasonably acceptable to the Administrative Agent in order to (in the form attached as Annex A) enable any extension, renewal, refinancing, replacement or additional incurrence of any Loans or any Pari Passu Debt permitted under this Agreement and (B) provide for the Pari Passu Debt Obligations thereunder to be secured by Liens on the Collateral having the same priority as, or junior priority to, the Liens on the Collateral securing the Obligations, in each case on behalf of such Lender or such Issuing Bank and without any further consent, authorization or other action by such Lender or such Issuing Bank. (c) Each Lender and each Issuing Bank (i) acknowledges that, at the request of the Borrower, each of the Administrative Agent and the Collateral Agent shall, to the extent required by the terms of (or in order to implement the provisions of) any Pari Passu Intercreditor Agreement, delegate, assign and/or transfer any or all of its rights, duties, remedies, powers or obligations with respect to the Collateral to a fully executed joinder Shared Collateral Agent and (ii) hereby consents to any applicable such delegation, assignment or transfer. The exculpatory provisions of Article VIII shall apply to any Shared Collateral Agent and to the Related Parties thereof, and shall apply to their respective activities in connection with the Collateral and with any Pari Passu Intercreditor Agreement. Agreement or any other Loan Documents. (d) Each Authorized Representative agrees that upon Lender and each Issuing Bank (i) acknowledges that, at the satisfaction request of all conditions set forth in the preceding sentenceBorrower, each of the Administrative Agent and/or the Collateral Agent shall act (A) amend, substitute, supplement or otherwise modify the Guarantee and Collateral Agreement, (B) amend, substitute, replace, supplement or otherwise modify any other Security Document, (C) enter into additional Security Documents and (D) take such further actions as agent under are reasonably incidental to the foregoing, in each case as are reasonably acceptable to the Administrative Agent and subject the Collateral Agent in order to (1) enable the Borrower or any Subsidiary to incur Pari Passu Debt otherwise permitted to be waived hereunder and (2) provide for the Pari Passu Debt Obligations thereunder to be secured, in accordance with the terms of any Pari Passu Intercreditor Agreement, by Liens on the Security Collateral having the same priority as, or junior priority to, the Liens on the Collateral securing the Obligations, (ii) authorizes and directs each Agent to execute and deliver any such amendments, supplements, agreements and other documents, in each case on behalf of such Lender or Issuing Bank and without any further consent, authorization or other action by such Lender or Issuing Bank and (iii) agrees that, upon the execution and delivery thereof, it will be bound by the provisions of such amendments, supplements, agreements and other documents as if it were a signatory thereto and will take no actions contrary to the provisions thereof. (e) Without limiting the foregoing, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Agents on behalf of the Secured Parties in accordance with the terms thereof (subject, in the case of the Collateral, to the provisions of any Pari Passu Intercreditor Agreement). In the event of a foreclosure by the Collateral Agent or any Shared Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, any Lender may be the purchaser of any or all of such Collateral at any such sale or other disposition, and such Collateral Agent or Shared Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, for the benefit purpose of bidding and making settlement or payment of the purchase price for all Secured Partiesor any portion of the Collateral sold at any such sale, including, without limitation, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by such Collateral Agent or Shared Collateral Agent on behalf of the Secured Parties that hold any at such Pari Passu Obligationssale or other disposition. Each Secured Party, and each Authorized Representative agrees to the appointmentwhether or not a party hereto, and will be deemed, by its acceptance of the appointment, benefits of the Collateral Agent as agent and of the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the foregoing provisions. The provisions of this paragraph are for the holders of such Pari Passu Obligations as set forth in each Pari Passu Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Security Agreement and the Intercreditor Agreement. Notwithstanding the delivery sole benefit of the Pari Passu Secured Party Consent set forth above, the Collateral Agent Lenders and shall not be obligated to act as Collateral Agent for afford any New Secured Parties (as such term is defined in Exhibit B hereto) whatsoever right to, or to execute constitute a defense available to, any document whatsoever if in the sole judgment of the Collateral Agent doing so would impose, purport to impose or might reasonably be expected to impose upon the Collateral Agent any obligation or liability for which the Collateral Agent is not in its sole discretion adequately protected. In no event shall the Collateral Agent be subject to any document that it has not executed. No Pari Passu Secured Party Consent shall be effective until it has been accepted in writing by the Collateral AgentLoan Party.

Pari Passu Obligations. On or after the date hereof and so long as expressly permitted by the Credit Agreement, the Borrower Borrowers may from time to time designate Indebtedness at the time of incurrence to be secured on a pari passu basis with the Obligations (as defined in the Credit Agreement) as Pari Passu Obligations hereunder by delivering to the Collateral Agent and each other Authorized Representative (a) a certificate signed by an Authorized Officer of the Borrower Borrowers (upon which the Collateral Agent may conclusively and exclusively rely) (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as “Pari Passu Obligations” for purposes hereof, (iii) representing that such designation of such obligations as Pari Passu Obligations complies with the terms of the Credit Agreement and each then extant Pari Passu Agreement, (iv) specifying the name and address of the Authorized Representative for such obligations and (vi) stating that Grantors Pledgors have complied with their obligations hereunder, (b) a fully executed Pari Passu Secured Party Consent (in the form attached as Annex B) and (c) a fully executed joinder to any applicable Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents for the benefit of all Secured Parties, including, without limitation, any Secured Parties that hold any such Pari Passu Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Pari Passu Obligations as set forth in each Pari Passu Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Security Agreement and the Intercreditor Agreement. Notwithstanding the delivery of the Pari Passu Secured Party Consent set forth above, the Collateral Agent shall not be obligated to act as Collateral Agent for any New Secured Parties (as such term is defined in Exhibit B hereto) whatsoever or to execute any document whatsoever if in the sole judgment of the Collateral Agent doing so would impose, purport to impose or might reasonably be expected to impose upon the Collateral Agent any obligation or liability for which the Collateral Agent is not in its sole discretion adequately protected. In no event shall the Collateral Agent be subject to any document that it has not executed. No Pari Passu Secured Party Consent shall be effective until it has been accepted in writing by the Collateral Agent.

Pari Passu Obligations. On or after The obligations of the date hereof and so long as expressly permitted by the Credit Agreement, the Borrower may from time to time designate Indebtedness at the time of incurrence to be secured on a Guarantor under this HITS Guarantee Agreement shall rank pari passu basis with the Obligations (as defined in the Credit Agreement) as Pari Passu Obligations hereunder by delivering to the Collateral Agent and each other Authorized Representative (a) a certificate signed by an Authorized Officer obligations of the Borrower (upon which the Collateral Agent may conclusively and exclusively rely) Guarantor under (i) identifying any similar guarantee agreements issued by the obligations so designated Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust the assets of which consist of debt securities that are pari passu to the Notes and the aggregate principal amount or face amount proceeds thereof, (ii) stating that such obligations are designated as “Pari Passu Obligations” for purposes hereof(a) the Notes, (b) the Guarantor’s Remarketable Floating Rate Junior Subordinated Notes due 2043, (c) the Guarantor’s Guarantee in respect of the HITS issued by BAC Capital Trust XIII, (d) the Guarantor’s Guarantee in respect of the Trust Common Securities issued by the Trust, (e) the Guarantor’s Guarantee in respect of the trust common securities issued by BAC Capital Trust XIII, (f) the Stock Purchase Contracts issued by the Guarantor in respect of the HITS issued by the Trust pursuant to the Stock Purchase Contract Agreement, and (g) the stock purchase contracts issued by the Guarantor in respect of the HITS issued by BAC Capital Trust XIII, (iii) representing that such designation of such obligations as Pari Passu Obligations complies any expense agreements entered into by the Guarantor in connection with the terms offering of preferred or capital securities by any statutory trust the Credit Agreement assets of which consist of debt securities that are pari passu to the Notes and each then extant Pari Passu Agreementthe proceeds thereof, and (iv) specifying any other security, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the name and address obligations of the Authorized Representative for such Guarantor under this HITS Guarantee Agreement or with any obligation that ranks pari passu with the obligations and (vi) stating that Grantors have complied with their obligations hereunder, (b) a fully executed Pari Passu Secured Party Consent (in the form attached as Annex B) and (c) a fully executed joinder to any applicable Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents for the benefit of all Secured Parties, including, without limitation, any Secured Parties that hold any such Pari Passu Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Pari Passu Obligations as set forth in each Pari Passu Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by Guarantor under this Security Agreement and the Intercreditor HITS Guarantee Agreement. Notwithstanding the delivery of the Pari Passu Secured Party Consent set forth above, the Collateral Agent shall not be obligated to act as Collateral Agent for any New Secured Parties (as such term is defined in Exhibit B hereto) whatsoever or to execute any document whatsoever if in the sole judgment of the Collateral Agent doing so would impose, purport to impose or might reasonably be expected to impose upon the Collateral Agent any obligation or liability for which the Collateral Agent is not in its sole discretion adequately protected. In no event shall the Collateral Agent be subject to any document that it has not executed. No Pari Passu Secured Party Consent shall be effective until it has been accepted in writing by the Collateral Agent.

Pari Passu Obligations. On (a) Each Lender and each Issuing Bank acknowledges that Pari Passu Debt Obligations may be secured by Liens on the Collateral having the same priority as, or after junior priority to, the date hereof Liens securing the Obligations and so long as expressly permitted hereby consents thereto. (b) In connection with the incurrence by the Credit AgreementBorrower or any Subsidiary of Pari Passu Debt, the Borrower may from time to time designate Indebtedness each Lender and each Issuing Bank (i) acknowledges that, at the time request of incurrence to be secured on a pari passu basis with the Obligations (as defined in Borrower, each of the Credit Agreement) as Pari Passu Obligations hereunder by delivering to Administrative Agent and/or the Collateral Agent and each other Authorized Representative (a) a certificate signed by an Authorized Officer of the Borrower (upon which the Collateral Agent may conclusively and exclusively rely) (i) identifying the obligations so designated and the aggregate principal amount shall enter into one or face amount thereofmore Pari Passu Intercreditor Agreements, (ii) stating that such obligations are designated as “authorizes and directs each Agent to execute and deliver any Pari Passu Obligations” for purposes hereofIntercreditor Agreement and any documents relating thereto, in each case on behalf of such Lender or Issuing Bank and without any further consent, authorization or other action by such Lender or Issuing Bank, (iii) representing that such designation of such obligations authorizes and directs each Agent to act as its representative under, and in connection with, any Pari Passu Obligations complies with the terms of the Credit Agreement and each then extant Pari Passu Intercreditor Agreement, (iv) specifying acknowledges that any Pari Passu Intercreditor Agreement may contain provisions that permit or require the name Liens securing the Obligations and address the Pari Passu Debt Obligations to be granted in favor of a single collateral agent trustee, which may not be the Authorized Representative for such obligations Administrative Agent or the Collateral Agent (a “Shared Collateral Agent”), (v) acknowledges that any Pari Passu Intercreditor Agreement may provide that the holders of a majority in aggregate principal amount of Obligations and Pari Passu Debt Obligations, voting as a single class, may direct the Shared Collateral Agent with respect to enforcement or the actions concerning the Collateral, and (vi) stating that Grantors have complied with their obligations hereunderagrees that, (b) a fully executed upon the execution and delivery thereof, it will be bound by the provisions of any Pari Passu Secured Party Consent Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions thereof. Each Lender and each Issuing Bank further authorizes and directs each Agent to enter into such amendments, supplements or other modifications to any Pari Passu Intercreditor Agreement as are reasonably acceptable to the Administrative Agent in order to (in the form attached as Annex A) enable any extension, renewal, refinancing, replacement or additional incurrence of any Loans or any Pari Passu Debt permitted under this Agreement and (B) provide for the Pari Passu Debt Obligations thereunder to be secured by Liens on the Collateral having the same priority as, or junior priority to, the Liens on the Collateral securing the Obligations, in each case on behalf of such Lender or such Issuing Bank and without any further consent, authorization or other action by such Lender or such Issuing Bank. (c) Each Lender and each Issuing Bank (i) acknowledges that, at the request of the Borrower, each of the Administrative Agent and the Collateral Agent shall, to the extent required by the terms of (or in order to implement the provisions of) any Pari Passu Intercreditor Agreement, delegate, assign and/or transfer any or all of its rights, duties, remedies, powers or obligations with respect to the Collateral to a fully executed joinder Shared Collateral Agent and (ii) hereby consents to any applicable such delegation, assignment or transfer. The exculpatory provisions of Article VIII shall apply to any Shared Collateral Agent and to the Related Parties thereof, and shall apply to their respective activities in connection with the Collateral and with any Pari Passu Intercreditor Agreement. Agreement or any other Loan Documents. (d) Each Authorized Representative agrees that upon Lender and each Issuing Bank (i) acknowledges that, at the satisfaction request of all conditions set forth in the preceding sentenceBorrower, each of the Administrative Agent and/or the Collateral Agent shall act (A) amend, substitute, supplement or otherwise modify the Guarantee and Collateral Agreement, (B) amend, substitute, replace, supplement or otherwise modify any other Security Document, (C) enter into additional Security Documents and (D) take such further actions as agent under are reasonably incidental to the foregoing, in each case as are reasonably acceptable to the Administrative Agent and subject the Collateral Agent in order to (1) enable the Borrower or any Subsidiary to incur Pari Passu Debt otherwise permitted to be waived hereunder and (2) provide for the Pari Passu Debt Obligations thereunder to be secured, in accordance with the terms of any Pari Passu Intercreditor Agreement, by Liens on the Security Collateral having the same priority as, or junior priority to, the Liens on the Collateral securing the Obligations, (ii) authorizes and directs each Agent to execute and deliver any such amendments, supplements, agreements and other documents, in each case on behalf of such Lender or Issuing Bank and without any further consent, authorization or other action by such Lender or Issuing Bank and (iii) agrees that, upon the execution and delivery thereof, it will be bound by the provisions of such amendments, supplements, agreements and other documents as if it were a signatory thereto and will take no actions contrary to the provisions thereof. (e) Without limiting the foregoing, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Agents on behalf of the Secured Parties in accordance with the terms thereof (subject, in the case of the Collateral, to the provisions of any Pari Passu Intercreditor Agreement). In the event of a foreclosure by the Collateral Agent or any Shared Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, any Lender may be the purchaser of any or all of such Collateral at any such sale or other disposition, and such Collateral Agent or Shared Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, for the benefit purpose of bidding and making settlement or payment of the purchase price for all Secured Partiesor any portion of the Collateral sold at any such sale, including, without limitation, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by such Collateral Agent or Shared Collateral Agent on behalf of the Secured Parties that hold any at such Pari Passu Obligationssale or other disposition. Each Secured Party, and each Authorized Representative agrees to the appointmentwhether or not a party hereto, and will be deemed, by its acceptance of the appointment, benefits of the Collateral Agent as agent and of the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the foregoing provisions. The provisions of this paragraph are for the holders sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party. Reference is hereby made to that certain Credit Agreement, dated as of July 25, 2007, as amended and restated as of November 5, 2010, and February 2, 2012 (the “Agreement”), by and among CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the “Borrower”), COMMUNITY HEALTH SYSTEMS INC., a Delaware corporation (the “Parent”), the Lenders (as defined in Article I) and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders. This Disclosure Schedule (this “Disclosure Schedule”) has been prepared and delivered in accordance with the Agreement. References to schedule numbers in the headings of this Disclosure Schedule relate to the corresponding sections of the Agreement. Inclusion of any matter or item in any schedule of this Disclosure Schedule shall be deemed disclosure of such Pari Passu Obligations as matter or item in another schedule of this Disclosure Schedule if and only if it is readily apparent from the description of such matter or item that it applies to such other schedule. Inclusion of any matter or item in this Disclosure Schedule does not imply that such matter or item would, under the provisions of the Agreement, have to be included in any schedule of this Disclosure Schedule or that such matter or term is otherwise material. In addition, matters disclosed in any section of this Disclosure Schedule are not necessarily limited to matters required by the Agreement to be disclosed in this Disclosure Schedule, and any such additional matters are set forth in each Pari Passu Secured Party Consent for informational purposes only and agrees, on behalf do not necessarily include other matters of itself and each Secured Party it represents, to be bound by this Security Agreement and the Intercreditor Agreement. Notwithstanding the delivery of the Pari Passu Secured Party Consent set forth above, the Collateral Agent shall not be obligated to act as Collateral Agent for any New Secured Parties (as such term is defined in Exhibit B hereto) whatsoever or to execute any document whatsoever if in the sole judgment of the Collateral Agent doing so would impose, purport to impose or might reasonably be expected to impose upon the Collateral Agent any obligation or liability for which the Collateral Agent is not in its sole discretion adequately protecteda similar nature. In no event shall the Collateral Agent listing of such agreements or other matters in the Disclosure Schedule be subject deemed or interpreted to any document that it has broaden or otherwise amplify the Borrower’s representations and warranties or covenants contained in the Agreement. Terms defined in this Agreement and not executed. No Pari Passu Secured Party Consent shall be effective until it has been accepted otherwise defined in writing by the Collateral AgentDisclosure Schedule are used herein as in the Agreement.