Common use of Permitted Financing Clause in Contracts

Permitted Financing. (a) Until such time as Parent requests the SEC to accelerate effectiveness of the Registration Statement, Parent shall, upon the request of the Company and subject to applicable securities Laws, execute Permitted Stock Purchase Agreements that would constitute a Permitted Financing and in accordance with Section 7.16(a) of the Parent Disclosure Letter; provided that, other than to the extent reasonably requested by the Company and agreed by Parent (which such agreement shall not be unreasonably withheld, conditioned or delayed), each Permitted Stock Purchase Agreement shall be in substantially the form of the Subscription Agreement. Parent shall provide the Company at least two (2) Business Days’ written notice prior to the execution of each Permitted Stock Purchase Agreement, which such execution shall be subject to the prior consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, to the extent any Permitted Financing is conducted or consummated by Parent, it shall for all purposes under this Agreement be considered as part of the Concurrent PIPE Investment and be offered at the same price per share of Parent Common Stock as the Concurrent PIPE Investment. (b) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Section 9.1, each of Parent and the Company agree, and shall cause their respective officers and employees, to use commercially reasonable efforts to cooperate in connection with the arrangement of any Permitted Financing as may be reasonably requested by the other party. (c) At the Closing, assuming Parent’s full compliance with the requirements set forth in this Section 7.16, Parent shall be permitted to consummate the Permitted Financing, and issue the equity contemplated thereunder, in accordance with the terms and conditions of the Permitted Stock Purchase Agreements.

Permitted Financing. Tenant shall not obtain, guaranty, assume, suffer to exist, be an obligor under or incur any Funded Indebtedness with respect to any Facility (or its operations) (“Permitted Financing”) unless (a) Until such time Permitted Financing relates solely to assets wholly-owned (directly or indirectly) and Controlled (directly or indirectly) by Guarantor, (b) as Parent requests the SEC to accelerate effectiveness of the Registration Statement, Parent shall, upon the request last day of the Company most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.10 hereunder, the Portfolio Coverage Ratio, the Consolidated Guarantor Fixed Charge Coverage Ratio and subject the Consolidated Guarantor Leverage Ratio, in each case, recomputed on a Pro Forma Basis giving effect to the incurrence of such Permitted Financing, shall be in compliance with the applicable securities Lawsrequirements under the financial covenants contained in Section 5.15 of this Lease and Section 10 of the Lease Guaranty, execute Permitted Stock Purchase Agreements that would constitute a (c) Landlord and the lender or lenders for the Permitted Financing have entered into an intercreditor or other similar agreement governing the relative rights and remedies of each of Landlord and the lender or lenders in accordance with Section 7.16(a) of the Parent Disclosure Letterform and substance reasonably satisfactory to Landlord and such lender or lenders (such agreement is a “Relative Rights Agreement”); provided that, other than to the extent reasonably requested by the Company and agreed by Parent (which that such agreement Relative Rights Agreement shall not be unreasonably withheldrequired to be entered into if the Funded Indebtedness (i) has a principal amount of less than $5,000,000 individually and the aggregate amount of principal for Funded Indebtedness at the time of such incurrence is less than $15,000,000 or (ii) is a Capital Lease, conditioned and (d) no Monetary Default or delayedEvent of Default exists (or would result therefrom) under this Lease immediately after giving effect to the consummation of any such Permitted Financing. As of the Effective Date, Xxxxxx has entered into that certain Term Loan Credit Agreement by and among Ardent Legacy Holdings, Inc., a Delaware corporation, Ardent Legacy Acquisitions, Inc., a Delaware corporation, AHS Legacy Operations LLC, a Delaware limited liability company, formerly known as AHS Newco 14, LLC, and AHS New Mexico Holdings, Inc., a New Mexico corporation, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the “Term Loan Lenders”), each Permitted Stock Purchase Bank of America, N.A. as sole administrative and collateral agent for the Term Loan Lenders and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as a lead arranger and bookrunner which provides for a term loan facility in an original principal amount of $250 million (the “Term Credit Agreement”), and that certain ABL Credit Agreement shall be by and among Ardent Legacy Holdings, Inc., a Delaware corporation, Ardent Legacy Acquisitions, Inc., a Delaware corporation, AHS Legacy Operations LLC, a Delaware limited liability company, formerly known as AHS Newco 14, LLC, and AHS New Mexico Holdings, Inc., a New Mexico corporation, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the “ABL Lenders”), Bank of America, N.A. as sole administrative and collateral agent for the ABL Lenders and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as a lead arranger and bookrunner which provides for a revolving loan facility in substantially an original principal amount of $100 million (the “Revolving Credit Agreement” and, together with the Term Credit Agreement, the “Closing Date Credit Agreements”). As of the Effective Date, Landlord hereby acknowledges that (y) the Relative Rights Agreement executed concurrently herewith satisfies the requirements of this Section 5.17(c) (it being acknowledged that the same form of Relative Rights Agreement in connection with any future financings or refinancings may not so satisfy the Subscription Agreement. Parent shall provide the Company at least two requirements of Section 5.17(c), and (2z) Business Days’ Tenant has represented to Landlord in a written notice certification delivered to Landlord on or prior to the execution of each Permitted Stock Purchase AgreementEffective Date that, which such execution shall be subject after giving effect to the prior consent of the Company (such consent not to be unreasonably withheldClosing Date Credit Agreements, conditioned or delayedSections 5.17(a). For the avoidance of doubt, to the extent any Permitted Financing is conducted or consummated by Parent, it shall for all purposes under this Agreement be considered as part of the Concurrent PIPE Investment and be offered at the same price per share of Parent Common Stock as the Concurrent PIPE Investment. (b), and (d) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Section 9.1, each of Parent and the Company agree, and shall cause their respective officers and employees, to use commercially reasonable efforts to cooperate in connection with the arrangement of any Permitted Financing as may be reasonably requested by the other partyLease have not been breached. (c) At the Closing, assuming Parent’s full compliance with the requirements set forth in this Section 7.16, Parent shall be permitted to consummate the Permitted Financing, and issue the equity contemplated thereunder, in accordance with the terms and conditions of the Permitted Stock Purchase Agreements.

Permitted Financing. (a) Until such time as Parent requests During the SEC to accelerate effectiveness of the Registration StatementInterim Period, Parent shall, upon the request of the Company SPAC and subject to applicable securities Laws, execute Permitted Stock Purchase Agreements that would constitute a Permitted Financing and in accordance with Section 7.16(a) of the Parent Disclosure Letter; provided that, other than to the extent reasonably requested by the Company and agreed by Parent (which such agreement PubCo shall not be unreasonably withheld, conditioned or delayed), each Permitted Stock Purchase Agreement shall be in substantially the form of the Subscription Agreement. Parent shall provide the Company at least two (2) Business Days’ written notice prior to the execution of each Permitted Stock Purchase Agreement, which such execution shall be subject to the prior consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, to the extent any Permitted Financing is conducted or consummated by Parent, it shall for all purposes under this Agreement be considered as part of the Concurrent PIPE Investment and be offered at the same price per share of Parent Common Stock as the Concurrent PIPE Investment. (b) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Section 9.1, each of Parent and the Company agree, and shall cause their respective officers and employees, to use commercially reasonable efforts to execute the Permitted Financing Agreements mutually agreed by SPAC, PubCo and the Company that would provide Permitted Financing Proceeds in an aggregate amount of $60,000,000 or greater. Each of SPAC, PubCo and the Company shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any Permitted Financing as may be reasonably requested by the other partyeach other. (cb) At Unless otherwise consented in writing by each of the ClosingCompany and SPAC (which consent shall not be unreasonably withheld, assuming Parent’s full compliance with conditioned or delayed), PubCo shall not permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy under, or any replacements of, any of the requirements set forth in this Section 7.16Permitted Financing Agreements. Each of the parties hereto shall use its commercially reasonable efforts to take, Parent shall or cause to be permitted taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Permitted Financing, and issue the equity contemplated thereunder, in accordance with Financing Agreements on the terms and conditions described therein, including maintaining in effect the Permitted Financing Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to it in the Permitted Financing Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such Permitted Financing Agreements, in the event that all conditions in the Permitted Financing Agreements (other than conditions that the Company, SPAC, PubCo or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the Permitted Financing Agreements) have been satisfied, consummate the transactions contemplated by the Permitted Financing Agreements at or prior to the Closing; (iii) confer with each other regarding timing of the expected closings under the Permitted Financing Agreements; and (iv) deliver notices to the applicable counterparties to the Permitted Financing Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the Permitted Financing Agreements. Without limiting the generality of the foregoing, the Company, SPAC or PubCo, as applicable, shall each give the other parties prompt written notice: (A) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to any Permitted Financing Agreements known to the Company, SPAC or PubCo, as applicable; (B) of the receipt of any written notice or other written communication from any party to any Permitted Financing Agreements by the Company, SPAC or PubCo, as applicable, with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any Permitted Financing Agreements or any provisions of any Permitted Financing Agreements; and (C) if the Company, SPAC or PubCo, as applicable, do not expect PubCo to receive, all or any portion of the Permitted Stock Purchase Financing Proceeds on the terms, in the manner or from one or more investors as contemplated by the Permitted Financing Agreements. The Company, SPAC and PubCo shall take, or cause the applicable transfer agent to take, all actions required under the Permitted Financing Agreements with respect to the timely book-entry or other records evidencing the PubCo Ordinary Shares as and when required under any such Permitted Financing Agreements. Each of the parties shall use its reasonable efforts to, and shall instruct its financial advisors to, keep the other parties and the other parties’ financial advisors reasonably informed with respect to the Permitted Financing during such period, including by (1) providing regular updates and (2) consulting and cooperating with, and considering in good faith any feedback from, the other parties or the other parties’ financial advisors with respect to the Permitted Financing.

Permitted Financing. Tenant shall not obtain, guaranty, assume, suffer to exist, be an obligor under or incur any Funded Indebtedness with respect to any Facility (or its operations) (“Permitted Financing”) unless (a) Until such time Permitted Financing relates solely to assets wholly-owned (directly or indirectly) and Controlled (directly or indirectly) by Guarantor, (b) as Parent requests the SEC to accelerate effectiveness of the Registration Statement, Parent shall, upon the request last day of the Company most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.10 hereunder, the Portfolio Coverage Ratio, the Consolidated Guarantor Fixed Charge Coverage Ratio and subject the Consolidated Guarantor Leverage Ratio, in each case, recomputed on a Pro Forma Basis giving effect to the incurrence of such Permitted Financing, shall be in compliance with the applicable securities Lawsrequirements under the financial covenants contained in Section 5.15 of this Lease and Section 10 of the Lease Guaranty, execute Permitted Stock Purchase Agreements that would constitute a (c) Landlord and the lender or lenders for the Permitted Financing have entered into an intercreditor or other similar agreement governing the relative rights and remedies of each of Landlord and the lender or lenders in accordance with Section 7.16(a) of the Parent Disclosure Letterform and substance reasonably satisfactory to Landlord and such lender or lenders (such agreement is a “Relative Rights Agreement”); provided that, other than to the extent reasonably requested by the Company and agreed by Parent (which that such agreement Relative Rights Agreement shall not be unreasonably withheldrequired to be entered into if the Funded Indebtedness (i) has a principal amount of less than $5,000,000 individually and the aggregate amount of principal for Funded Indebtedness at the time of such incurrence is less than $15,000,000 or (ii) is a Capital Lease, conditioned and (d) no Monetary Default or delayedEvent of Default exists (or would result therefrom) under this Lease immediately after giving effect to the consummation of any such Permitted Financing. As of the Effective Date, Tenant has entered into that certain Term Loan Credit Agreement by and among Ardent Legacy Holdings, Inc., a Delaware corporation, Ardent Legacy Acquisitions, Inc., a Delaware corporation, AHS Legacy Operations LLC, a Delaware limited liability company, formerly known as AHS Newco 14, LLC, and AHS New Mexico Holdings, Inc., a New Mexico corporation, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the “Term Loan Lenders”), each Permitted Stock Purchase Bank of America, N.A. as sole administrative and collateral agent for the Term Loan Lenders and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as a lead arranger and bookrunner which provides for a term loan facility in an original principal amount of $250 million (the “Term Credit Agreement”), and that certain ABL Credit Agreement shall be by and among Ardent Legacy Holdings, Inc., a Delaware corporation, Ardent Legacy Acquisitions, Inc., a Delaware corporation, AHS Legacy Operations LLC, a Delaware limited liability company, formerly known as AHS Newco 14, LLC, and AHS New Mexico Holdings, Inc., a New Mexico corporation, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the “ABL Lenders”), Bank of America, N.A. as sole administrative and collateral agent for the ABL Lenders and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as a lead arranger and bookrunner which provides for a revolving loan facility in substantially an original principal amount of $100 million (the “Revolving Credit Agreement” and, together with the Term Credit Agreement, the “Closing Date Credit Agreements”). As of the Effective Date, Landlord hereby acknowledges that (y) the Relative Rights Agreement executed concurrently herewith satisfies the requirements of this Section 5.17(c) (it being acknowledged that the same form of Relative Rights Agreement in connection with any future financings or refinancings may not so satisfy the Subscription Agreement. Parent shall provide the Company at least two requirements of Section 5.17(c), and (2z) Business Days’ Tenant has represented to Landlord in a written notice certification delivered to Landlord on or prior to the execution of each Permitted Stock Purchase AgreementEffective Date that, which such execution shall be subject after giving effect to the prior consent of the Company (such consent not to be unreasonably withheldClosing Date Credit Agreements, conditioned or delayedSections 5.17(a). For the avoidance of doubt, to the extent any Permitted Financing is conducted or consummated by Parent, it shall for all purposes under this Agreement be considered as part of the Concurrent PIPE Investment and be offered at the same price per share of Parent Common Stock as the Concurrent PIPE Investment. (b), and (d) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Section 9.1, each of Parent and the Company agree, and shall cause their respective officers and employees, to use commercially reasonable efforts to cooperate in connection with the arrangement of any Permitted Financing as may be reasonably requested by the other partyLease have not been breached. (c) At the Closing, assuming Parent’s full compliance with the requirements set forth in this Section 7.16, Parent shall be permitted to consummate the Permitted Financing, and issue the equity contemplated thereunder, in accordance with the terms and conditions of the Permitted Stock Purchase Agreements.

Permitted Financing. Tenant shall not obtain, guaranty, assume, suffer to exist, be an obligor under or incur any Funded Indebtedness (“Permitted Financing”) unless (a) Until such time Permitted Financing (x) relates solely to assets wholly-owned (directly or indirectly) and Controlled (directly or indirectly) by Guarantor or (y) such Permitted Financing is otherwise permitted under the Refinancing Date Credit Agreements (as Parent requests in effect on the SEC date hereof) and relates solely to accelerate effectiveness entities in which a Tenant has a joint venture interest; provided that individually or in the aggregate all such Permitted Financings under this clause (y) shall not exceed $10,000,000, (b) as of the Registration Statement, Parent shall, upon the request last day of the Company most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.10 hereunder, the Portfolio Coverage Ratio, the Consolidated Guarantor Fixed Charge Coverage Ratio and the Consolidated Guarantor Leverage Ratio, in each case, recomputed on a Pro Forma Basis giving effect to the incurrence of such Permitted Financing, shall be in compliance with the applicable requirements under the financial covenants contained in Section 5.15 of this Lease and Section 10 of the Lease Guaranty, (c) Landlord and the lender or lenders for the Permitted Financing have entered into an intercreditor or other similar agreement governing the relative rights and remedies of each of Landlord and the lender or lenders in form and substance reasonably satisfactory to Landlord and such lender or lenders (such agreement is a “Relative Rights Agreement”); provided that such Relative Rights Agreement shall not be required to be entered into if the Funded Indebtedness (i) has a principal amount of less than $10,000,000 individually and the aggregate amount of principal for Funded Indebtedness that are not subject to applicable securities Lawsa Relative Rights Agreement at the time of such incurrence is less than $25,000,000, execute Permitted Stock Purchase Agreements that would constitute a which, for the avoidance of doubt shall include any Permitted Financing pursuant to clause (a)(y) above or (ii) is a Capital Lease; provided further that any lender or lenders for any Permitted Financing that becomes a party via joinder to the Refinancing Date Relative Rights Agreement, pursuant to Section 9.9(b) thereof, shall be deemed to have complied with the requirement set forth in this clause (c) and (d) no Monetary Default or Event of Default exists (or would result therefrom) under this Lease immediately after giving effect to the consummation of any such Permitted Financing. As of the Amendment No. 4 Effective Date, Xxxxxx has entered into that certain (i) Term Loan Credit Agreement by and among AHP Health Partners, Inc., a Delaware corporation, as borrower, Ardent Health Partners, LLC, a Delaware limited liability company, as parent, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the “Term Loan Lenders”), Barclays Bank PLC. as sole administrative and collateral agent for the Term Loan Lenders and the other parties party thereto which provides for a term loan facility in an original principal amount of $825 million (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 7.16(a3.1(a) of the Parent Disclosure Letter; provided Refinancing Date Relative Rights Agreement (as defined below), the “Term Credit Agreement”), (ii) ABL Credit Agreement by and among Ardent Health Partners, LLC, a Delaware corporation, as parent, AHP Health Partners Inc., a Delaware corporation, AHS East Texas Health System, LLC, a Texas limited liability company, the other borrowers party thereto, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the “ABL Lenders”), Barclays Bank PLC, as administrative agent for the ABL Lenders, Bank of America, N.A. as collateral agent for the ABL Lenders and the other parties party thereto which provides for a revolving loan facility in an original principal amount of $225 million (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a) of the Refinancing Date Relative Rights Agreement, the “Revolving Credit Agreement” and, together with the Term Credit Agreement, the “Refinancing Date Credit Agreements”) and (iii) Indenture governing 9.75% Senior Notes due 2026, among AHP Health Partners, Inc., a Delaware corporation, as issuer, the guarantors party thereto and U.S. Bank National Association, as trustee (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a) of the Refinancing Date Relative Rights Agreement, the “Indenture”, and together with the Refinancing Date Credit Agreements, the “Refinancing Date Debt Agreements”). As of the Amendment No. 4 Effective Date, Landlord and Tenant each hereby acknowledge that (y) the Relative Rights Agreement executed concurrently with the Fourth Amendment (such Relative Rights Agreement, the “Refinancing Date Relative Rights Agreement”) satisfies the requirements of this Section 5.17(c), and (z) Tenant hereby represents to Landlord that, other than after giving effect to the extent reasonably requested by the Company and agreed by Parent (which such agreement shall not be unreasonably withheldRefinancing Date Debt Agreements, conditioned or delayedSections 5.17(a), each Permitted Stock Purchase Agreement shall be in substantially the form (b), and (d) of the Subscription Agreement. Parent shall provide the Company at least two (2) Business Days’ written notice prior to the execution of each Permitted Stock Purchase Agreement, which such execution shall be subject to the prior consent of the Company (such consent Lease have not to be unreasonably withheld, conditioned or delayed)been breached. For the avoidance of doubt, to the extent any Refinancing Date Debt Agreements, and the use of proceeds therefrom, constitute a Permitted Financing is conducted or consummated by Parent, it shall for all purposes under this Agreement be considered as part of the Concurrent PIPE Investment and be offered at the same price per share of Parent Common Stock as the Concurrent PIPE InvestmentRefinancing. (bf) Prior to the earlier Section 6.2.1.6 of the Closing Master Lease is hereby deleted in its entirety and the termination of this Agreement pursuant to Section 9.1, each of Parent and the Company agree, and shall cause their respective officers and employees, to use commercially reasonable efforts to cooperate following is inserted in connection with the arrangement of any Permitted Financing as may be reasonably requested by the other party. (c) At the Closing, assuming Parent’s full compliance with the requirements set forth in this Section 7.16, Parent shall be permitted to consummate the Permitted Financing, and issue the equity contemplated thereunder, in accordance with the terms and conditions of the Permitted Stock Purchase Agreements.lieu thereof:

Permitted Financing. Tenant shall not obtain, guaranty, assume, suffer to exist, be an obligor under or incur any Funded Indebtedness (“Permitted Financing”) unless (a) Until such time Permitted Financing (x) relates solely to assets wholly-owned (directly or indirectly) and Controlled (directly or indirectly) by Guarantor or (y) such Permitted Financing is otherwise permitted under the Refinancing Date Credit Agreements (as Parent requests in effect on the SEC date hereof) and relates solely to accelerate effectiveness entities in which a Tenant has a joint venture interest; provided that individually or in the aggregate all such Permitted Financings under this clause (y) shall not exceed $10,000,000, (b) as of the Registration Statement, Parent shall, upon the request last day of the Company most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.10 hereunder, the Portfolio Coverage Ratio, the Consolidated Guarantor Fixed Charge Coverage Ratio and the Consolidated Guarantor Leverage Ratio, in each case, recomputed on a Pro Forma Basis giving effect to the incurrence of such Permitted Financing, shall be in compliance with the applicable requirements under the financial covenants contained in Section 5.15 of this Lease and Section 10 of the Lease Guaranty, (c) Landlord and the lender or lenders for the Permitted Financing have entered into an intercreditor or other similar agreement governing the relative rights and remedies of each of Landlord and the lender or lenders in form and substance reasonably satisfactory to Landlord and such lender or lenders (such agreement is a “Relative Rights Agreement”); provided that such Relative Rights Agreement shall not be required to be entered into if the Funded Indebtedness (i) has a principal amount of less than $10,000,000 individually and the aggregate amount of principal for Funded Indebtedness that are not subject to applicable securities Lawsa Relative Rights Agreement at the time of such incurrence is less than $25,000,000, execute Permitted Stock Purchase Agreements that would constitute a which, for the avoidance of doubt shall include any Permitted Financing pursuant to clause (a)(y) above or (ii) is a Capital Lease; provided further that any lender or lenders for any Permitted Financing that becomes a party via joinder to the Refinancing Date Relative Rights Agreement, pursuant to Section 9.9(b) thereof, shall be deemed to have complied with the requirement set forth in this clause (c) and (d) no Monetary Default or Event of Default exists (or would result therefrom) under this Lease immediately after giving effect to the consummation of any such Permitted Financing. As of the Amendment No. 4 Effective Date, Tenant has entered into that certain (i) Term Loan Credit Agreement by and among AHP Health Partners, Inc., a Delaware corporation, as borrower, Ardent Health Partners, LLC, a Delaware limited liability company, as parent, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the “Term Loan Lenders”), Barclays Bank PLC. as sole administrative and collateral agent for the Term Loan Lenders and the other parties party thereto which provides for a term loan facility in an original principal amount of $825 million (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 7.16(a3.1(a) of the Parent Disclosure Letter; provided Refinancing Date Relative Rights Agreement (as defined below), the “Term Credit Agreement”), (ii) ABL Credit Agreement by and among Ardent Health Partners, LLC, a Delaware corporation, as parent, AHP Health Partners Inc., a Delaware corporation, AHS East Texas Health System, LLC, a Texas limited liability company, the other borrowers party thereto, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the “ABL Lenders”), Barclays Bank PLC, as administrative agent for the ABL Lenders, Bank of America, N.A. as collateral agent for the ABL Lenders and the other parties party thereto which provides for a revolving loan facility in an original principal amount of $225 million (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a) of the Refinancing Date Relative Rights Agreement, the “Revolving Credit Agreement” and, together with the Term Credit Agreement, the “Refinancing Date Credit Agreements”) and (iii) Indenture governing 9.75% Senior Notes due 2026, among AHP Health Partners, Inc., a Delaware corporation, as issuer, the guarantors party thereto and U.S. Bank National Association, as trustee (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a) of the Refinancing Date Relative Rights Agreement, the “Indenture”, and together with the Refinancing Date Credit Agreements, the “Refinancing Date Debt Agreements”). As of the Amendment No. 4 Effective Date, Landlord and Tenant each hereby acknowledge that (y) the Relative Rights Agreement executed concurrently with the Fourth Amendment (such Relative Rights Agreement, the “Refinancing Date Relative Rights Agreement”) satisfies the requirements of this Section 5.17(c), and (z) Tenant hereby represents to Landlord that, other than after giving effect to the extent reasonably requested by the Company and agreed by Parent (which such agreement shall not be unreasonably withheldRefinancing Date Debt Agreements, conditioned or delayedSections 5.17(a), each Permitted Stock Purchase Agreement shall be in substantially the form (b), and (d) of the Subscription Agreement. Parent shall provide the Company at least two (2) Business Days’ written notice prior to the execution of each Permitted Stock Purchase Agreement, which such execution shall be subject to the prior consent of the Company (such consent Lease have not to be unreasonably withheld, conditioned or delayed)been breached. For the avoidance of doubt, to the extent any Refinancing Date Debt Agreements, and the use of proceeds therefrom, constitute a Permitted Financing is conducted or consummated by Parent, it shall for all purposes under this Agreement be considered as part of the Concurrent PIPE Investment and be offered at the same price per share of Parent Common Stock as the Concurrent PIPE InvestmentRefinancing. (bf) Prior to the earlier Section 6.2.1.6 of the Closing Master Lease is hereby deleted in its entirety and the termination of this Agreement pursuant to Section 9.1, each of Parent and the Company agree, and shall cause their respective officers and employees, to use commercially reasonable efforts to cooperate following is inserted in connection with the arrangement of any Permitted Financing as may be reasonably requested by the other party. (c) At the Closing, assuming Parent’s full compliance with the requirements set forth in this Section 7.16, Parent shall be permitted to consummate the Permitted Financing, and issue the equity contemplated thereunder, in accordance with the terms and conditions of the Permitted Stock Purchase Agreements.lieu thereof: