Permit Book Net Worth to be less than 80% of Book Net Worth as of July 2, 2017 as of the last day of any fiscal quarter (commencing with the fiscal quarter ending on or about September 30, 2017); provided, however, # such amount shall be increased at the end of each fiscal quarter (commencing with the fiscal quarter ending September 30, 2017) by an amount equal to 25% of the Borrower’s and its Subsidiaries’ net income for the fiscal quarter then ending (computed on a consolidated basis in accordance with GAAP and with no deduction for a net loss in any such fiscal quarter), such increases to be cumulative; and # such amount shall be decreased Dollar for Dollar by the aggregate cumulative amount of all payments made by the Borrower on and after the Closing Date for the redemption, retirement or other repurchase of any shares of the capital stock of the Borrower so long as the Borrower’s Debt Rating is BBB or higher by S&P or Baa2 or higher by Moody’s at the time of such payments. With respect to clause (ii) of the proviso in the immediately preceding sentence, if, as a result of the payments made by the Borrower for such redemption, retirement or other repurchase of any shares of the capital stock of the Borrower, the Debt Rating of the Borrower is lowered by either S&P or Moody’s below the applicable level set forth in the preceding sentence within forty-five (45) days of the last of such payments, then any reduction in the minimum Book Net Worth amount previously made pursuant to [clause (ii) of this Section 7.07] in connection with such payments shall be reversed.

If the Participant is employed at the time of his death, total disability, or normal retirement, Participant or his/her personal representative must sell his/her earned book value stock back to the Corporation.

“Net Book Value” means book value as determined in accordance with GAAP, lower of cost and market, and after taking into account depreciation and excluding all “freight-in” costs and preparatory costs.

50% of the Net Book Value of Loan Parties’ Eligible Rolling Stock, plus

“Unencumbered Income Producing Assets Value” means, at any time of determination thereof, without duplication, the sum of # Unrestricted Cash, plus # the NOI from Unencumbered Investment Properties divided by the Applicable Cap Rates, plus # the NOI from Unencumbered Leased Non-Agricultural Land divided by the Applicable Cap Rates, plus # the book value (net of impairments) of Agricultural Land, plus # the net book value (i.e., the book value net of liabilities, whether secured or unsecured) of Development Real Properties owned by Holdings or any of its Subsidiaries, to be included in the determination of “Unencumbered Income Producing Assets Value” in an amount, in the case of Development Real Properties owned by Holdings or any of its Subsidiaries, equal to such net book value (provided that with respect to any Consolidated Joint Venture Entity, such book value shall be decreased by an amount equal to the noncontrolling interest in such Consolidated Joint Venture Entity as reflected on the most recent consolidated balance sheet of Holdings required to be delivered pursuant to paragraph 5A(i) or (ii)), provided that the aggregate of the net book value of the assets described in this clause (e) shall be included in the determination of Unencumbered Income Producing Assets Value only to the extent it comprises 15% or less of the Unencumbered Income Producing Assets Value, plus # the book value of notes receivable held directly by Holdings or its Subsidiaries from Persons other than Holdings or any of its Subsidiaries, and the book value of mezzanine equity investments held directly by Holdings or its Subsidiaries in other Persons (but without duplication of the immediately preceding clause (e)), provided that the aggregate book value of such notes receivable and mezzanine investments shall be included in the determination of Unencumbered Income Producing Assets Value only to the extent it comprises 5% or less of the Unencumbered Income Producing Assets Value, provided further that the aggregate of the net book value and the book value (as applicable) of the assets described in the immediately preceding clauses (e) and (f) shall be included in the determination of Unencumbered Income Producing Assets Value only to the extent it comprises 15% or less of the Unencumbered Income Producing Assets Value, plus # the book value (net of impairments) of all unencumbered watershed land, conservation land and pasture land of Holdings and its Subsidiaries not included in [clauses (a) through (f) above], plus # the book value (net of impairments) of all other unencumbered assets of Holdings and its Subsidiaries not included in [clauses (a) through (g) above], provided that # the aggregate book value of such other unencumbered assets shall be included in the determination of Unencumbered Income Producing Assets Value only to the extent it comprises 10% or less of the Unencumbered Income Producing Assets Value, and # the portion of Unencumbered Income Producing Assets Value derived from [clauses (d) through (h)] of this definition shall not exceed 25% of the total amount of the Unencumbered Income Producing Assets Value.

“Net Book Value”: with respect to any asset of any Person # other than accounts receivable, the gross book value of such asset on the balance sheet of such Person, minus depreciation in respect of such asset on such balance sheet and # with respect to accounts receivable, the gross book value thereof, minus any specific reserves attributable thereto.

100% of the Net Book Value of Loan Parties’ new Eligible Equipment Inventory held for sale, plus

for annual award shares only (whether book value or market value shares), the Corporation achieved the requisite annual net income, ROA, ROE or other performance goal or goals established in advance by the Committee in connection with the applicable award; and

“Consolidated Total Assets” shall mean at any date of determination, the net book value of all assets of the Borrower, its Subsidiaries and Physician-Owned Practices determined on a consolidated basis in accordance with GAAP.

“PL Tangible Book Value” as of any date shall mean the Company’s consolidated GAAP book value of equity less accumulated other comprehensive income, less goodwill created by the Merger (net of impairments), less other intangible assets created by the Merger (net of deferred taxes, accumulated amortization, and impairment), less any cumulative effect adjustments from new accounting pronouncements, plus all dividends paid in excess of planned amounts during the performance period, plus any lost income (determined based on the 30 year treasury rate) on dividends in excess of planned amounts (plus any management fee paid to the Parent).