Non-Contravention; Consents. Except as set forth in Part ​ of the Disclosure Schedule, neither the execution and delivery of any of the Transactional Agreements, nor the consummation or performance of any of the Transactions, will directly or indirectly (with or without notice or lapse of time):

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party # have been duly authorized by all necessary corporate or other organizational action, # do not and will not # violate any of such Person’s Organization Documents, # result in the creation of any Lien not permitted by the Loan Documents, # violate any Contractual Obligation to which such Person is a party or by which it or any of its properties is bound or # violate any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or # violate any Law, except in each case referred to in clause (b)(ii)-(iv) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Authority; Non-contravention. UBI has all requisite corporate authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by UBI and the consummation by UBI of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of UBI. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of UBI, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of UBI, # the articles of incorporation or bylaws of UBI or the comparable charter or organizational documents of UBI, # any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to UBI, or its respective properties or assets, or # subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to UBI, or its respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to UBI or could not prevent, hinder or materially delay the ability of UBI to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to UBI, in connection with the execution and delivery of this Agreement by UBI or the consummation by UBI, as the case may be, of any of the transactions contemplated by this Agreement.

Agreement Not To Solicit Employees. During the Restricted Period, Executive will not directly or indirectly solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or any agent of, Tenet or its subsidiaries (or who was within twelve (12) months prior to the Last Day Worked was so employed or engaged) to terminate such employee's employment or agency, as the case may be, with Tenet or its subsidiaries.

Agreement Not a Service Contract. This Agreement is not an employment or service contract, and nothing in this Agreement or in the granting of the Options shall be deemed to create in any way whatsoever any obligation on Participant’s part to continue as a Director or on Company’s part to continue Participant’s service as a Director.

Section # Non-Contravention. The execution and delivery by Seller of this Agreement does not, and the consummation by Seller of the transactions contemplated hereby and the compliance by Seller with any of the provisions hereof will not,

Use the proceeds of # the Credit Extensions other than the Term Loan for # working capital, # capital expenditures and # general corporate purposes, in each case not in contravention of any Law or of any Loan Document and # the Term Loan # to refinance all existing Indebtedness of the Borrower pursuant to the Letter Loan Agreement, # to fund fees and expenses incurred in connection with the transactions contemplated hereby, # capital expenditures and # for general corporate purposes, in each case not in contravention of any Law or of any Loan Document.

Section # . Corporate Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement, and any other Loan Document to which the Company is party, have been duly authorized by all necessary corporate action, and do not and will not:

The Loan does not constitute a debt of the Borrower in contravention of any constitutional or statutory debt limitation or restriction.

Agreement and Grant Not Effective Unless Accepted. By selecting the “Accept” button below you agree # to enter into this Agreement electronically, and # to the terms and conditions of the Agreement. Until you select the “Accept” button below, this Award shall not be effective. If you do not select the “Accept” button within 14 days from the date the Agreement is made available to you electronically this Award shall be null and void.