Gv Hospital Management, LLC
Bankruptcy Court Docket Sheet

District of Arizona (Bankruptcy)

4:2017-bk-03351 (azb)

Chapter 11 Voluntary Petition for Non-Individual, Schedules and Statements (except for those listed below). Failure to timely upload the list of creditors, may result in dismissal of the case without further notice. Electronic Filing Declaration due 04/24/2017, Master Mailing due 04/10/2017, Schedules A/B-J due 04/17/2017. Statement of Financial Affairs due 04/17/2017, Attorney Disclosure Statement due 04/17/2017, Chapter 11 Statement of Current Monthly Income due by 04/17/2017, Payment Advices Declaration Required by 11 USC Section 521(a)(1)(B)(iv) due by 04/17/2017, filed by S. CARY FORRESTER of FORRESTER & WORTH, PLLC on behalf of GV HOSPITAL MANAGEMENT, LLC (FORRESTER, S.)

Fill in this information to identify your case: United States Bankruptcy Court for the: DISTRICT OF ARIZONA Case number (if known) Chapter 11 Check if this an amended filing Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy 4/16 If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor's name and case number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available. 1. Debtor's name GV Hospital Management, LLC 2. All other names debtor used in the last 8 years Include any assumed DBA Green Valley Hospital names, trade names and doing business as names 3. Debtor's federal Employer Identification 46-5098773 Number (EIN) 4. Debtor's address Principal place of business Mailing address, if different from principal place of business 4455 S. I-19 Frontage Rd. Green Valley, AZ 85622 Number, Street, City, State & ZIP Code P.O. Box, Number, Street, City, State & ZIP Code Pima Location of principal assets, if different from principal County place of business Number, Street, City, State & ZIP Code 5. Debtor's website (URL) http://www.greenvalleyhospital.com/6. Type of debtor Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP)) Partnership (excluding LLP) Other. Specify: Case 4:17-bk-03351-SHG Official Form 201 Doc 1 Filed 04/03/17 Entered 04/03/17 15:48:18 Voluntary Petition for Non-Individuals Filing for Bankruptcy Desc page 1 Main Document Page 1 of 28 Debtor GV Hospital Management, LLC Case number (if known) Name 7. Describe debtor's business A. Check one: Health Care Business (as defined in 11 U.S.C. § 101(27A)) Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B)) Railroad (as defined in 11 U.S.C. § 101(44)) Stockbroker (as defined in 11 U.S.C. § 101(53A)) Commodity Broker (as defined in 11 U.S.C. § 101(6)) Clearing Bank (as defined in 11 U.S.C. § 781(3)) None of the above B. Check all that apply Tax-exempt entity (as described in 26 U.S.C. §501) Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. §80a-3) Investment advisor (as defined in 15 U.S.C. §80b-2(a)(11)) C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See http://www.uscourts.gov/four-digit-national-association-naics-codes. 6221 8. Under which chapter of the Check one: Bankruptcy Code is the Chapter 7 debtor filing? Chapter 9 Chapter 11. Check all that apply: Debtor's aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2,566,050 (amount subject to adjustment on 4/01/19 and every 3 years after that). The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D). If the debtor is a small business debtor, attach the most recent balance sheet, statement of operations, cash-flow statement, and federal income tax return or if all of these documents do not exist, follow the procedure in 11 U.S.C. § 1116(1)(B). A plan is being filed with this petition. Acceptances of the plan were solicited prepetition from one or more classes of creditors, in accordance with 11 U.S.C. § 1126(b). The debtor is required to file periodic reports (for example, 10K and 10Q) with the Securities and Exchange Commission according to § 13 or 15(d) of the Securities Exchange Act of 1934. File the attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 11 (Official Form 201A) with this form. The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule 12b-2. Chapter 12 9. Were prior bankruptcy No. cases filed by or against the debtor within the last 8 Yes. years? If more than 2 cases, attach a separate list. District When Case number District When Case number 10. Are any bankruptcy cases No pending or being filed by a business partner or an Yes. affiliate of the debtor? List all cases. If more than 1, attach a separate list Debtor See Attachment Relationship District When Case number, if known Case 4:17-bk-03351-SHG Official Form 201 Doc 1 Filed 04/03/17 Entered 04/03/17 15:48:18 Voluntary Petition for Non-Individuals Filing for Bankruptcy Desc page 2 Main Document Page 2 of 28 Debtor GV Hospital Management, LLC Case number (if known) Name 11. Why is the case filed in Check all that apply: this district? Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other district. A bankruptcy case concerning debtor's affiliate, general partner, or partnership is pending in this district. 12. Does the debtor own or No have possession of any real property or personal Answer below for each property that needs immediate attention. Attach additional sheets if needed. Yes. property that needs immediate attention? Why does the property need immediate attention? (Check all that apply.) It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety. What is the hazard? It needs to be physically secured or protected from the weather. It includes perishable goods or assets that could quickly deteriorate or lose value without attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related assets or other options). Other Where is the property? Number, Street, City, State & ZIP Code Is the property insured? No Yes. Insurance agency Contact name Phone Statistical and administrative information 13. Debtor's estimation of. Check one: available funds Funds will be available for distribution to unsecured creditors. After any administrative expenses are paid, no funds will be available to unsecured creditors. 14. Estimated number of 1-49 1,000-5,000 25,001-50,000 creditors 50-99 50,001-100,000 5001-10,000 100-199 10,001-25,000 More than100,000 200-999 15. Estimated Assets $0-$50,000 $1,000,001-$10 million $500,000,001-$1 billion $50,001-$100,000 $10,000,001-$50 million $1,000,000,001-$10 billion $100,001-$500,000 $50,000,001-$100 million $10,000,000,001-$50 billion $500,001-$1 million $100,000,001-$500 million More than $50 billion 16. Estimated liabilities $0-$50,000 $1,000,001-$10 million $500,000,001-$1 billion $50,001-$100,000 $10,000,001-$50 million $1,000,000,001-$10 billion $100,001-$500,000 $50,000,001-$100 million $10,000,000,001-$50 billion $500,001-$1 million $100,000,001-$500 million More than $50 billion Case 4:17-bk-03351-SHG Official Form 201 Doc 1 Filed 04/03/17 Entered 04/03/17 15:48:18 Voluntary Petition for Non-Individuals Filing for Bankruptcy Desc page 3 Main Document Page 3 of 28 Debtor GV Hospital Management, LLC Case number (if known) Name Request for Relief, Declaration, and Signatures WARNING--Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571. 17. Declaration and signature of authorized The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this petition. representative of debtor I have been authorized to file this petition on behalf of the debtor. I have examined the information in this petition and have a reasonable belief that the information is trued and correct. I declare under penalty of perjury that the foregoing is true and correct. Executed on April 3, 2017 MM/DD/YYYY X/s/Grant Lyon Grant Lyon Signature of authorized representative of debtor Printed name Title Chairman of the Board 18. Signature of attorney X/s/S. Cary Forrester Date April 3, 2017 Signature of attorney for debtor MM/DD/YYYY S. Cary Forrester Printed name Forrester & Worth, PLLC Firm name 3636 N. Central Ave., Ste. 700 Phoenix, AZ 85012-1927 Number, Street, City, State & ZIP Code Contact phone (602) 258-2729 Email address 006342 Bar number and State Case 4:17-bk-03351-SHG Official Form 201 Doc 1 Filed 04/03/17 Entered 04/03/17 15:48:18 Voluntary Petition for Non-Individuals Filing for Bankruptcy Desc page 4 Main Document Page 4 of 28 Debtor GV Hospital Management, LLC Case number (if known) Name Fill in this information to identify your case: United States Bankruptcy Court for the: DISTRICT OF ARIZONA Case number (if known) Chapter 11 Check if this an amended filing FORM 201. VOLUNTARY PETITION Pending Bankruptcy Cases Attachment Debtor Green Valley Hospital, LLC Relationship to you Parent District Arizona When Case number, if known Debtor GV II Holdings, LLC Relationship to you Affiliate District Arizona When Case number, if known Case 4:17-bk-03351-SHG Official Form 201 Doc 1 Filed 04/03/17 Entered 04/03/17 15:48:18 Voluntary Petition for Non-Individuals Filing for Bankruptcy Desc page 5 Main Document Page 5 of 28 Fill in this information to identify the case: Debtor name GV Hospital Management, LLC United States Bankruptcy Court for the: DISTRICT OF ARIZONA Check if this is an Case number (if known): amended filing Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders 12/15 A list of creditors holding the 20 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the debtor disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not include claims by secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor among the holders of the 20 largest unsecured claims. Name of creditor and Name, telephone number Nature of claim Indicate if claim Amount of claim complete mailing address, and email address of (for example, trade is contingent, If the claim is fully unsecured, fill in only unsecured claim amount. If including zip code creditor contact debts, bank loans, unliquidated, or claim is partially secured, fill in total claim amount and deduction for professional services, disputed value of collateral or setoff to calculate unsecured claim. and government Total claim, if Deduction for value Unsecured claim contracts) partially secured of collateral or setoff AETNA FUNDING $231,450.27 ADVANTAGE DEPARTMENT F953 2850 SHADELANDS DR, STE 200 Walnut Creek, CA 94598 ARIZONA DEPT OF $180,000.00 REVENUE oicprocessing@az 1600 W MONROE ST dor.gov Phoenix, AZ (602) 716-7806 85007-2650 ARIZONA HEALTH $600,000.00 CARE COST HospitalAssessme CONTAINMENT ntProject@azahccc SYSTEM ADMIN s.gov 801 E JEFFERSON 602-417-4000 ST Phoenix, AZ 85034 AZ INPATIENT $162,600.00 MEDICINE ASSOC 7383 E TANQUE VERDE RD Tucson, AZ 85715 BETH FORD $280,792.91 PIMA COUNTY towebmaster@pim TREASURER a.gov PO BOX 29011 (520) 724-8341 Phoenix, AZ 85038 CAREFUSION $153,134.52 SOLUTIONS 2200 PYXIS PRODUCTS 25082 NETWORK PLACE Chicago, IL 60673 Official form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured claims page 1 Software Copyright (c) 1996-2016 Best Case, LLC-www.bestcase.com Best Case Bankruptcy Case 4:17-bk-03351-SHG Doc 1 Filed 04/03/17 Entered 04/03/17 15:48:18 Desc Main Document Page 6 of 28 Debtor GV Hospital Management, LLC Case number (if known) Name Name of creditor and Name, telephone number Nature of claim Indicate if claim Amount of claim complete mailing address, and email address of (for example, trade is contingent, If the claim is fully unsecured, fill in only unsecured claim amount. If including zip code creditor contact debts, bank loans, unliquidated, or claim is partially secured, fill in total claim amount and deduction for professional services, disputed value of collateral or setoff to calculate unsecured claim. and government Total claim, if Deduction for value Unsecured claim contracts) partially secured of collateral or setoff CENTERS FOR $1,540,109.00 MEDICARE AND MEDICAID SERVICES 7500 SECURITY BLVD BALTIMORE, MD 21244 CERNER $2,182,818.78 CORPORATION MNaughton@cerne 2800 ROCKCREEK r.com PARKWAY 8162211024 Kansas City, MO 64117 GE HEALTHCARE $347,827.15 PO BOX 96483 Christopherholm@Chicago, IL 60693 ge.com 8003452700 GE MEDICAL $350,398.72 SYSTEMS Christopherholm@INFORMATION ge.com TECHNOLOGIES 8003452700 5517 COLLECTIONS CTR DR Chicago, IL 60693 GVH MOB 2 LLC $187,100.51 9237 E VIA DE glyon@krysglobalu VENTURA sa.com SUITE 110 4809908136 Scottsdale, AZ 85258 INTERNAL $1,719,357.00 REVENUE SERVICE/800-829-4933 UNITED STATES TREASURY Cincinnati, OH 45999-0039 M*MODAL $277,527.10 SERVICES LTD brandon.helton@m 5000 MERIDIAN modal.com BLVD 267-940-5637 SUITE 200 Franklin, TN 37067 MCA FINANCIAL $255,556.86 GROUP LTD maaron@mca-finan 4909 N 44TH ST cial.com Phoenix, AZ 85018 602.710.2500 Official form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured claims page 2 Software Copyright (c) 1996-2016 Best Case, LLC-www.bestcase.com Best Case Bankruptcy Case 4:17-bk-03351-SHG Doc 1 Filed 04/03/17 Entered 04/03/17 15:48:18 Desc Main Document Page 7 of 28 Debtor GV Hospital Management, LLC Case number (if known) Name Name of creditor and Name, telephone number Nature of claim Indicate if claim Amount of claim complete mailing address, and email address of (for example, trade is contingent, If the claim is fully unsecured, fill in only unsecured claim amount. If including zip code creditor contact debts, bank loans, unliquidated, or claim is partially secured, fill in total claim amount and deduction for professional services, disputed value of collateral or setoff to calculate unsecured claim. and government Total claim, if Deduction for value Unsecured claim contracts) partially secured of collateral or setoff NORTHWEST $169,942.95 MEDICAL CENTER/SHARED SERVICE CENTER PO BOX 848444 Dallas, TX 75284-7226 PIMA HEART $305,000.00 PHYSICIANS PC David.Malloy@pim 3375 N CAMPBELL aheart.com AVE 520-838-3540 Tucson, AZ 85719 PIMA VASCULAR $422,520.00 PHYSICIANS info@pimavascular 3375 N CAMPBELL.com Tucson, AZ 85719 5203200717 PROSCRIBE LLC $186,487.02 16414 SAN PEDRO info@proscribemd. SUITE 525 com San Antonio, TX 210-545-2500 78232 PULMONARY $259,980.00 ASSOC OF STHN info@pasatucson.c ARIZONA/PASA om 1951 N WILMOT RD, 5203181114 BUILDING 4 Tucson, AZ 85712 TUCSON ELECTRIC $179,793.33 POWER PO BOX 3033 5206237711 Tucson, AZ 85702-3033 Official form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured claims page 3 Software Copyright (c) 1996-2016 Best Case, LLC-www.bestcase.com Best Case Bankruptcy Case 4:17-bk-03351-SHG Doc 1 Filed 04/03/17 Entered 04/03/17 15:48:18 Desc Main Document Page 8 of 28 GV Hospital Management, LLC-AAF INTERNATIONAL ADP COMMERICAL LEASING LLC ALLEN, MARTA 9920 CORPORATE CAMPUS DRIVE ONE ADP BLVD 888 W CAMINO CAPRIA SUITE 2200 ROSELAND, NJ 07068 SAHUARITA, AZ 85629 LOUISVILLE, KY 42235} b k 1 {C r e d i t o A s M a x AARON SAXTON ADP LLC ALVAREZ, ABEL G 2575 W. CRISWELL CT ONE ADP DRIVE 19190 S ALPHA AVE TUCSON, AZ 85745 MAIL STOP 433 APT# 11101 ROSELAND, NJ 07068 GREEN VALLEY, AZ 85614 AB STAFFING SOLUTIONS AESCULAP INC ALVAREZ, FELIX 3451 S MERCY RD, STE 102 824 12TH AVE 14393 S VIA DEL MORO GILBERT, AZ 85297 BETHLEHEM, PA 18018 SAHUARITA, AZ 85629 ABBOTT LABORATORIES AETNA FUNDING ADVANTAGE ALVAREZ, JESUS POINT OF CARE DEPARTMENT F953 399 POSTON ST 100 ABBOTT PARK ROAD 2850 SHADELANDS DR, STE 200 RIO RICO, AZ 85648 NORTH CHICAGO, IL 60064 WALNUT CREEK, CA 94598 ABBOTT LABORATORIES INC AFCO CREDIT CORPORATION ALVAREZ, JOSE X ABBOT NUTRITION AND MARSH USA INC 1906 E FRONTAGE RD 75 REMITTANCE DRIVE, STE 1310 14 WALL ST, STE 8A-19 TUMACACORI, AZ 85640 CHICAGO, IL 60675 NEW YORK, NY 10005 ABBOTT VASCULAR INC AFLAC ALVAREZ, PAMELA S 42301 ZEVO DR 1932 WYNNTON RD 15870 S LA POSTA PO BOX 90118 COLUMBUS, GA 31999 SAHUARITA, AZ 85629 TEMECULA, CA 92589 ABILITY NETWORK INC AGUIRRE, EDITH MARIELA AMERICAN RED CROSS 100 NORTH 6TH STREET 871 DAMON CT 2025 E STREET, NW SUITE 900A RIO RICO, AZ 85648 WASHINGTON, DC 20006-5009 MINNEAPOLIS, MN 55403 ABRAMS, LAURA K AIRGAS INC DBA AIRGAS USA LLC AMERISOURCE BERGEN 1079 W CAMINO FIJO PO BOX 7423 DRUG CORP SAHUARITA, AZ 85629 PASADENA, CA 91109-7423 PO BOX 959 VALLEY FORGE, PA 19481-0959 ACCENT AKASH TAGGARSE AMODEA, TARA L PO BOX 952366 1521 E TANGERINE RD 680 N HIGHLANDS GROVE LN SAINT LOUIS, MO 63195 SUITE 329 SAHUARITA, AZ 85629 ORO VALLEY, AZ 85755 ACUNA, GUADALUPE ALECIA BROWN ANAYA, LUCIA D 15214 S AVENIDA RANCHO SERENO 1099 W CALLE DEL LIBRO DORADO 5442 S CASSIA WAY SAHUARITA, AZ 85629 SAHUARITA, AZ 85629 TUCSON, AZ 85706 Case 4:17-bk-03351-SHG Doc 1 Filed 04/03/17 Entered 04/03/17 15:48:18 Desc Main Document Page 9 of 28 GV Hospital Management, LLC-APARICIO, MARIA A AYON, ROSA BARNEY, KATHARINE M 1366 W CALLE LIBRO 4148 E COOLBROOKE DR 262 PASEO MASCOTA DEL RETRATO TUCSON, AZ 85756 RIO RICO, AZ 85648 SAHUARITA, AZ 85629 APPLEONE EMPLOYMENT SVCS AZ INPATIENT MEDICINE ASSOC BARTER, TAYLOR 327 W BROADWAY 7383 E TANQUE VERDE RD 1146 E EMPIRE CANYON GLENDALE, CA 91204 TUCSON, AZ 85715 SAHUARITA, AZ 85629 APPLIED MEDICAL DISTRIBUTION BACHELIER, MARY JANINE BARTHOLOMEW, PAMELA R 22872 AVENIDA EMPRESA 1644 W POTRERO DR 4659 W TUMACACORI DR RANCHO SANTA MARGARITA, CA 92688 NOGALES, AZ 85621 AMADO, AZ 85645 ARIZONA DEPT OF REVENUE BANDA, ALBERTO BAUMANN, JAMIE 1600 W MONROE ST 1160 HODGES CIR 1141 W CAMINO HOMBRE VIEJO PHOENIX, AZ 85007-2650 RIO RICO, AZ 85648 SAHUARITA, AZ 85629 ARIZONA HEALTH CARE COST BANDA, ANTHONY BAXTER HEALTHCARE CORP CONTAINMENT SYSTEM ADMIN 1160 HODGES CIR ONE BAXTER PARKWAY 801 E JEFFERSON ST RIO RICO, AZ 85648 DEERFIELD, IL 60015 PHOENIX, AZ 85034 ARMENTA, CINDY BANNER HEALTH/ENTECH BECERRA, VALERIE 471 E CALLE SONORA 7300 W DETROIT ST 1319 S 8TH AVE NOGALES, AZ 85621 CHANDLER, AZ 85226 TUCSON, AZ 85713 ARMENTA, KARENM S BARBARA AMYX BELL, MONICA L 1196 DESERT DAWN DR 6454 S. ABREGO DR 18750 S GARRISON HILLS RIO RICO, AZ 85648 GREEN VALLEY, AZ 85614 SAHUARITA, AZ 85629 ARTEMIS REALTY CAPITAL ADVISOR BARD BELTMANN INTG. LOGISTICS 2525 EAST CAMELBACK ROAD 8195 INDUSTRIAL BLVD 2480 LONG LAKE ROAD PHOENIX, AZ 85016 COVINGTON, GA 30014 ROSEVILLE, MN 55113 ARTHREX INC BARD MEDICAL DIVISION BENEDIK, CYNTHIA 1370 CREEKSIDE BLVD 8195 INDUSTRIAL BLVD 27020 S COOPERS HOWK RD NAPLES, FL 34108 COVINGTON, GA 30014 AMADO, AZ 85645 ASPEN SURGICAL BARNETT, LUIS A BENITEZ WHITE, LYDIA MARIE 6945 SOUTHBELT DRIVE SE 1343 CALLE TUBATANA 356 E RIVER BIRCH PLACE CALEDONIA, MI 49316 RIO RICO, AZ 85648 SAHUARITA, AZ 85629 Case 4:17-bk-03351-SHG Doc 1 Filed 04/03/17 Entered 04/03/17 15:48:18 Desc Main Document Page 10 of 28 GV Hospital Management, LLC-BERKSHIRE HATHAWAY BOSTON SCIENTIFIC CORP CAIN, LACI D HOMESTATE COMPANIES PO BOX 951653 730 W PASEO CELESTIAL 1314 DOUGLAS STREET DALLAS, TX 75395 SAHUARITA, AZ 85629 OMAHA, NE 68102 BEST WESTERN BOWERS, ELIZABETH CAMACHO, MEAGAN GREEN VALLEY INN 3585 W CAMINO DE CALIOPE 9681 E SELLAROLE RD 111 S LA CANADA DR TUCSON, AZ 85741 TUCSON, AZ 85730 GREEN VALLEY, AZ 85614 BETH FORD BRACCO DIAGNOSTICS INC CAMPBELL, RYAN PIMA COUNTY TREASURER 259 PROSPECT PLAINS ROAD 2530 E SKYWATCHERS DR PO BOX 29011 BUILDING H VAIL, AZ 85641 PHOENIX, AZ 85038 MONROE TOWNSHIP, NJ 08831 BILLS HOME SERVICE BRANDI BRIDE CANETT, ANA LETICIA 251 W DUVAL RD 5750 N TARANTULA TRAIL 1943 W CABERNET DR GREEN VALLEY, AZ 85614 TUCSON, AZ 85743 TUCSON, AZ 85746 BINGER, CARL W BRIAN BONILLA CANEZ, TEISA L 14211 N CHACO JOURNEY AVE 5781 S LADYSLIPPER PLACE 6741 S VIA DIEGO DE RIVERA MARANA, AZ 85658 TUCSON, AZ 85747 TUCSON, AZ 85757 BIO-RAD LABORATORIES INC BROWN, LLOYD E CARDINAL HEALTH 1000 ALFRED NOBEL DR 2000 W EAGLE WAY 7000 CARDINAL PLACE HERCULES, CA 94547 AMADO, AZ 85645 DUBLIN, OH 43017 BIOMET INC BRUBAKER, NICOLE CAREFUSION 211 INC 56 E BELL DR 466 S HOLCOMB CIRCLE 22745 SAVI RANCH PARKWAY PO BOX 587 VAIL, AZ 85641 PO BOX 87022 WARSAW, IL 46581 YORBA LINDA, CA 92887 BIOTRONIK INC BRYAN MORAN CAREFUSION SOLUTIONS 2200 6024 JEAN ROAD 5714 HOLMES ST PYXIS PRODUCTS LAKE OSWEGO, OR 97035 TUCSON, AZ 85711 25082 NETWORK PLACE CHICAGO, IL 60673 BOICE, LAUREN M BRYAN, JULIE LYNN CARLOS GONZALEZ 1041 W VUELTA DEL YABA 6202 W SUGAR PINE TRAIL 4246 W CALLE DON CLEMENTE GREEN VALLEY, AZ 85622 TUCSON, AZ 85743 TUCSON, AZ 85746 BOOTH, KATHY M CACTUS BAY APPAREL CARNEY, JULIE E 2209 S OAK PARK DR 1960 W NORTH LANE 3250 N GREGORY DR TUCSON, AZ 85710 PHOENIX, AZ 85021 TUCSON, AZ 85745 Case 4:17-bk-03351-SHG Doc 1 Filed 04/03/17 Entered 04/03/17 15:48:18 Desc Main Document Page 11 of 28 GV Hospital Management, LLC-CARRILLO, CELEN CHANG-JIMENEZ, LIZBETH ARELY CONKLIN, KATHLEEN 4621 N FAIRVIEW AVE 4835 S HUELVA LN 386 S LA CAADA DR #65 TUCSON, AZ 85746 B TUCSON, AZ 85705 GREEN VALLEY, AZ 85614 CARRILLO, JOSEPH CHAVEZ, CINDY CONROW, SHIRLEY 5831 S OAKLAND DR 3157 W ALASKA 10844 S HEARTBREAK RIDGE PL TUCSON, AZ 85746 TUCSON, AZ 85746 VAIL, AZ 85641 CASTILLO, JENNIFER CHAVEZ, GABRIEL COOK MEDICAL LLC 5355 S VIA GALAPAGOS 3157 W ALASKA ST PO BOX 1608 TUCSON, AZ 85706 TUCSON, AZ 85746 BLOOMINGTON, IN 47402 CASTRO, MARNIE K CHAVEZ, MARIE COOPER SURGICAL INC PO BOX 8070 1539 N PACAN WAY 95 CORPORATE DR TUMACACORI, AZ 85640 GREEN VALLEY, AZ 85614 TRUMBULL, CT 06611 CAVAZOS, LETICIA BARRAZA CHAVEZ, ROGER D CORN, RANDALL L 893 E ASHBURN MOUTAIN DR 3157 W ALASKA 3730 N CAMINO LEAMARIA SAHUARITA, AZ 85629 TUCSON, AZ 85746 TUCSON, AZ 85719 CECIL, FRANCES S CHAVEZ, TERESA M COTA, SANDRA L 2500 E ENSIGN WAY 60 W STONE LOOP 2115 426 AMINO BRAVO GREEN VALLEY, AZ 85614 TUCSON, AZ 85704 NOGALES, AZ 85621 CENTERS FOR MEDICARE CITADEL OUTSOURCE GROUP COTA, SUSANA K AND MEDICAID SERVICES 162 IMPERIAL BLVD 9029 E SUGAR ST 7500 SECURITY BLVD HENDERSONVILLE, TN 37075 TUCSON, AZ 85747 BALTIMORE, MD 21244 CENTRAL ALARM SECURITY COCIO, DINO B COVIDIEN LP PO BOX 5506 2610 W SANTA LOUISA 15 HAMPSHIRE ST TUCSON, AZ 85703 TUCSON, AZ 85746 MANSFIELD, MA 02048 CENTURY LINK LLC COMPLETE LANDSCAPING INC COX COMMUNICATIONS AZ 100 CENTURYLINK DR PO BOX 37227 1400 LAKE HEARN DR MONROE, LA 71203 TUCSON, AZ 85740 ATLANTA, GA 30319 CERNER CORPORATION COMPLETE MEDICAL GAS LLC CRANDLEMIRE, JENNIFER 2800 ROCKCREEK PARKWAY 30504 W PORTLAND ST 14347 S CAMINO EL GALAN KANSAS CITY, MO 64117 BUCKEYE, AZ 85396 SAHUARITA, AZ 85629 Case 4:17-bk-03351-SHG Doc 1 Filed 04/03/17 Entered 04/03/17 15:48:18 Desc Main Document Page 12 of 28 GV Hospital Management, LLC-CREEKRIDGE CAPITAL LLC DEAVER, RAMONA Q DURAZO, MONICA 7808 CREEDRIDGE CIRCLE PO BOX 132 6773 S MISSIONDALE RD SUITE 250 GREEN VALLEY, AZ 85622 TUCSON, AZ 85756 EDINA, MN 55439 CROUCH, RICHARD A DELL MARKETING LP DURGAN, PENNY E 423 W CALLE ANTONIA C/O DELL USA LP 580 N RUGGED CANYON DR TUCSON, AZ 85706 PO BOX 802816 GREEN VALLEY, AZ 85614 CHICAGO, IL 60680-2816 CRUZ, VANESSA M DESART, DORIS T ECKSTEIN, SANDRA L 4538 S PASEO RIO BRAVO 2162 W SPEEDWAY BLVD 2673 S TREE GABLES DR TUCSON, AZ 85714 APT# 4203 GREEN VALLEY, AZ 85614 TUCSON, AZ 85745 CTS-CORPORATE DIAGNOSTIC LABORATORIES EDWARDS, JENNY S TECHNOLOGY SOLUTIONS LLC AND XRAY 145 CAMINO LIMON VERDE 1971 E 5TH ST, STE 111 2820 N ONTARIO ST SAHUARITA, AZ 85629 TEMPE, AZ 85281 BURBANK, CA 91504-2015 CUMMINGS, JULIA K DIAZ, ANGELICA M EKDAHL, ERIC 927 W VIA DE GALA 251 W 38TH ST 15381 S CAMINO LAGUNA CLARA SAHUARITA, AZ 85629 #2102 SAHUARITA, AZ 85629 TUCSON, AZ 85713 CURRIER, AMANDA J DLSS FOR PROLASTIN DIRECT ELIAS, LETICIA R 974 N DARLENE DR 2410 LILLYVALE AVE 7957 E COLETTE CIRCLE VAIL, AZ 85641 LOS ANGELES, CA 90032 #189 TUCSON, AZ 85710 CUSTOM X-RAY SERVICE INC DONOHUE, THOMAS ELITE CARE LLC 2120 W ENCANTO BLVD 908 E SYLVESTER SPRING PL 2153 E CEDAR ST PHOENIX, AZ 85009 GREEN VALLEY, AZ 85614 SUITE 1 TEMPE, AZ 85281 CUTRONA, DARLENE A DOZIER, ANA ELLIOTT, ROBERT A 581 N EASTER LILY LN 2756 W SANDBROOK LN 133 W CALLE PASO SUAVE GREEN VALLEY, AZ 85614 TUCSON, AZ 85741 SAHUARITA, AZ 85629 DA COSTA, SORAYA DR ALEX VERHOOGEN, MD EMMANUEL VALDEZ NAVARRO 265 W LA CANOA 657 W GREENVIEW PLACE 300 W VIA ALAMOS APT 313 GREEN VALLEY, AZ 85614 GREEN VALLEY, AZ 85614 GREEN 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AZ 85629 SIERRA VISTA, AZ 85635 ANDOVER, MA 01810 PATRICIA BRUNER PHOENIX METRO ACUTES/PROCSAL, NAHLA A 4895 S GLORIA VIEW CT FRESENIUS MEDICAL CARE 4663 W CALATRAVA LN GREEN VALLEY, AZ 85622 1940 LODGE RD TUCSON, AZ 85742 KENNESAW, GA 30144 Case 4:17-bk-03351-SHG Doc 1 Filed 04/03/17 Entered 04/03/17 15:48:18 Desc Main Document Page 21 of 28 GV Hospital Management, LLC-PROSCRIBE LLC REINHART, GREG J ROBINSON, TERRI L 16414 SAN PEDRO 2991 E CALLE BACARDI 2321 W CALLE BALAUSTRE SUITE 525 VAIL, AZ 85641 GREEN VALLEY, AZ 85622 SAN ANTONIO, TX 78232 PROVOST, JOANN T RHINO MEDICAL SERVICES ROBLES, TANIA 7025 W RESTHAVEN PL 2000 E LAMAR BLVD 962 VIA PUEBLA TUCSON, AZ 85757 SUITE 250 RIO RICO, AZ 85648 ARLINGTON, TX 76006 PULMONARY ASSOC OF STHN RICHARD WOLF MEDICAL ROCKEFELLER, ILONA H ARIZONA/PASA INSTRUMENTS CORP 130 W PASEO ADOBE 1951 N WILMOT RD, BUILDING 4 353 CORPORATE WOODS PKWY GREEN VALLEY, AZ 85614 TUCSON, AZ 85712 VERNON HILLS, IL 60061 QUARLES & BRADY LLP RIEHLE, BRANDEE 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TUCSON, AZ 85748 RECLOSADO, PAMELA ROBINSON, MARIA D ROMERO, GUILLERMO VIRGEN 18 W CALLE SAUCO 535 S PASEO LAZO CIR 3675 S LIBERTY AVE SAHUARITA, AZ 85629 GREEN VALLEY, AZ 85614 TUCSON, AZ 85713 Case 4:17-bk-03351-SHG Doc 1 Filed 04/03/17 Entered 04/03/17 15:48:18 Desc Main Document Page 22 of 28 GV Hospital Management, LLC-ROMO, DIANA SANCHEZ, ADALBERTO SHAFER, JOHNATHAN 1113 ENCAJE CT 4455 W LUTZ RD 315 W CALLE MINGO RIO RICO, AZ 85648 SAHUARITA, AZ 85629 GREEN VALLEY, AZ 85614 ROSS, CAROL ANN SANCHEZ, CHRISTA SHAREEF, SYED R 399 N OLD CAMP LN 1719 W CALLE DEL QUERIDO 3300 N PASEO DE LOS RIOS SAHUARITA, AZ 85629 SAHUARITA, AZ 85629 APT# 8106 TUCSON, AZ 85712 ROUSH, AUSTIN M SANCHEZ, JANEL SHEILA FLAVIN 1061 E STROYHOLD CANYON 7730 E BROADWAY BLVD 5769 W MIDNIGHT CHORUS RD SAHUARITA, AZ 85629 APT# 920 TUCSON, AZ 85735 TUCSON, AZ 85710 RUSCETTA, KATHLEEN L SAXTON, AARON SHUFELDT CONSULTING LLC PO BOX 946 2575 W CRISWELL CT 7332 BUTHERUS #1 GREEN VALLEY, AZ 85622 TUCSON, AZ 85745 HANGER 1 SCOTTSDALE, AZ 85267 RUSSELL, CHERYL SCHLEGELMILCH, JOAN SHULTZ, KENNETH L 1645 W VALENCIA RD 610 W MOORWOOD ST 1432 W CALLE DEL MITO TUCSON, AZ 85746 GREEN VALLEY, AZ 85614 SAHUARITA, AZ 85629 RYAN LLC SCHMIDT WESTERGARD & CO PLLC SIEMENS HEALTHCARE PO BOX 848351 77 WEST UNIVERSITY DRIVE DIAGNOSTICS DALLAS, TX 75284-8351 MESA, AZ 85201 511 BENEDICT AVE TARRYTOWN, NY 10591 SAFETY COMPLIANCE SCHOLES, TERESA A SIMON, LIESELOTTE PUBLICATION INC PO BOX 1374 1183 W CALLE QUERIDA 3600 S STATE RD 7, SUITE 204 GREEN VALLEY, AZ 85622 SAHUARITA, AZ 85629 HOLLYWOOD, FL 33023 SALAZAR, JESUS A SCM SPECIALTY FINANCE OPPORTUN SIMON, NANCY J 984 CIRCULO GOLONDRINA 2 GREENWICH PLAZA 1252 E LOWER MINE LN RIO RICO, AZ 85648 GREENWICH, CT 06830 TUCSON, AZ 85718 SALT WORKS SEAMLESS CARE INC SINN, WILLIAM PO BOX 22273 1040 NORTHGATE STREET 13238 E ALLEY SPRING MESA, AZ 85277 SUITE B VAIL, AZ 85641 RIVERSIDE, CA 92507 SALWEI, SHAWN PATRICK SEPULVEDA, FRANCISCO GILBERTO SKYTRON 6710 E ROSEWOOD CIR 6619 W HORBIN RIDGE WAY 5085 CORPORATE EXCHANGE TUCSON, AZ 85710 TUCSON, AZ 85757 BLVD SE GRAND RAPIDS, MI 49512 Case 4:17-bk-03351-SHG Doc 1 Filed 04/03/17 Entered 04/03/17 15:48:18 Desc Main Document Page 23 of 28 GV Hospital Management, LLC-SMITH & NEPHEW ORTHO SOUTHERN AZ ANESTHESIA STERIS CORP PO BOX 933782 SERVICES PC 5960 HEISLEY RD ATLANTA, GA 31193 3390 N CAMPBELL AVE, SUITE 110 MENTOR, OH 44060 TUCSON, AZ 85719 SMITH'S MEDICAL ASD INC SOUTHERN AZ GASTROENTEROLOGY STEWART, KATIE RENEE 10 BOWMAN DR 395 N SILVERBELL 6651 N CAMPBELL AVE KEENE, NH 03431 SUITE 255 STE 235 TUCSON, AZ 85745 TUCSON, AZ 85718 SMITH, DANIELLE A SOUTHWEST ACCESS & VIDEO STRAWN, WILLIAM 11439 N SILVER PHEASANT LOOP 5155 EAST WASHINGTON ST 4317 N 4TH AVE TUCSON, AZ 85737 PHOENIX, AZ 85034 TUCSON, AZ 85705 SMITH, MONA R SOUTHWEST GAS CORP STRYKER ENDOSCOPY 12342 E BARRY BAKER PLACE 5241 SPRING MOUNTAIN ROAD 5900 OPTICAL CT TUCSON, AZ 85749 LAS VEGAS, NV 89150-0002 MENTOR, OH 44060 SMITH, PLATINUM SSB SOLUTIONS INC STRYKER ORTHOPAEDICS 1496 GERARDO CT 1 PELICAN HILL CIRCLE 9015 E PIMA CENTER PKWY RIO RICO, AZ 85648 NEWPORT COAST, CA 92657 SUITE 3 SCOTTSDALE, AZ 85258 SMITH, TIFFANY RENE ST JUDE MEDICAL SC INC SULERUD, DIANNA K 3723 E DREXEL MANOR STRA ONE ST JUDE MEDICAL DRIVE 617 W RIO SAN PEDRO DR TUCSON, AZ 85706 SAINT PAUL, MN 55117 GREEN VALLEY, AZ 85614 SOMOZA, JUAN C STAHN, NATHANEL SWATZELL-KREIG, CHERI A 993 CALLE COYOTA 4549 E 18TH ST 18147 S WHEATLAND WAY RIO RICO, AZ 85648 TUCSON, AZ 85711 SAHUARITA, AZ 85629 SONORA QUEST LABORATORIES LLC STANLEY INNERSPACE HEALTHCARE SWENDRZYNSKI, ROBERT G 1255 W WASHINGTON ST 130 TURNER ST 3781 S VIA DE LA URRACA TEMPE, AZ 85281 BUILDING 3 GREEN VALLEY, AZ 85622 WALTHAM, MA 02453 SOOMRO, ABDUL STAPLES ADVANTAGE SYSMEX AMERICA INC 1920 W SUNSET DRIVE DEPT LA 577 APTAKISIC ROAD NOGALES, AZ 85621 PO BOX 83689 LINCOLNSHIRE, IL 60069 CHICAGO, IL 60696 SOTO, NICOLAS STELLA, JEANMARIE TABARANGAO, EDDIE BELLEZA 2448 W CHRIS OLIVER WAY 196 W CALLE MONCAYO 4280 E SIERRA MADRE AVE TUCSON, AZ 85705 SAHUARITA, AZ 85629 GILBERT, AZ 85296 Case 4:17-bk-03351-SHG Doc 1 Filed 04/03/17 Entered 04/03/17 15:48:18 Desc Main Document Page 24 of 28 GV Hospital Management, LLC-TAMI FRANK TITAN HEALTH MGMT SOLUTIONS INC UHS-UNIVERSAL HEALTH SRVC 15082 S THEODORE ROOSEVELT 2500 N PANTANO RD 6625 WEST 78TH STREET WAY SUITE 120 SUITE 300 SAHUARITA, AZ 85629 TUCSON, AZ 85715 MINNEAPOLIS, MN 55439 TAUTOLO, LOIMATA TODD ASSOCIATES INC UNITED BEVERAGE GAS 6287 S EAGLES TALON PKWY 23825 COMMERCE PARK 4550 S COUNTRY CLUB TUCSON, AZ 85757 SUITE A TUCSON, AZ 85714 BEACHWOOD, OH 44122 TCR-TOTAL CREDIT TOMETCZAK, MICHAEL W UNITED FIRE EQUIPMENT CO RECOVERY 121 W EL INDIO 355 N 4TH AVE 8668 SPRING MOUNTAIN GREEN VALLEY, AZ 85614 TUCSON, AZ 85705 LAS VEGAS, NV 89117 TD INDUSTRIES INC TORNIER INC UNIVERSAL BACKGROUND PO BOX 300008 10801 NESBITT AVE SOUTH SCREENING DALLAS, TX 75303-0008 MINNEAPOLIS, MN 55437 PO BOX 5920 SCOTTSDALE, AZ 85261 TELEFLEX MEDICAL TRE REIMBURSEMENT URIAS, JOSE S 550 E SWEDESFORD ROAD CONSULTING INC 2420 N PALO HACHA DR SUITE 400 2008 E PALMAIRE AVE TUCSON, AZ 85745 WAYNE, PA 19087 PHOENIX, AZ 85020 TERUMO MEDICAL CORP TRISTAN T BERRY URREA, JASON C 2101 COTTONTAIL LANE 5740 N CAMINO PADRE ISIDORO 478 E VIA PUENTE DE LAS ROSA SOMERSET, NJ 08873 TUCSON, AZ 85718 SAHUARITA, AZ 85629 THOMAS DURHAM TUCSON ELECTRIC POWER US BANK EQUIPMENT FINANCE 8867 E 27TH PLACE PO BOX 3033 1310 MADRID ST TUCSON, AZ 85710 TUCSON, AZ 85702-3033 SUITE 101 MARSHALL, MN 56258 THORKELSON, KRISTA L TUCSON ORTHOPAEDIC INSTITUTE PC VAGABOND INN EXECUTIVE 6120 S DEL MORAL 11-A PO BOX 31630 19200 S 1-19 FRONTAGE RD TUCSON, AZ 85706 TUCSON, AZ 85751 GREEN VALLEY, AZ 85614 THREATT, APRIL DESHA TUCSON PRESSURE WASHING LLC VALENCIA, ANNA I 9222 N GOLDEN FINCH AVE 4237 W DIAMOND BUTTE CT 875 CIRCULO GUERRERO TUCSON, AZ 85742 TUCSON, AZ 85745 RIO RICO, AZ 85648 THYSSENKRUPP ELEVATOR CORP TZ MEDICAL INC VALENCIA, KARINA PO BOX 933004 17750 SW UPPER BOONES FERRY RD 14463 S CAMINO TIERRA LUNA ATLANTA, GA 31193 SUITE 150 SAHUARITA, AZ 85629 PORTLAND, OR 97224 Case 4:17-bk-03351-SHG Doc 1 Filed 04/03/17 Entered 04/03/17 15:48:18 Desc Main Document Page 25 of 28 GV Hospital Management, LLC-VALENZUELA, CHRISTINE M WASTE MGMT PHOENIX WOOD, CHRISTI C 9222 N GOLDEN FINCH AVE COLLECTIONS 4701 W SANTA MARIA DR TUCSON, AZ 85742 PO BOX 660345 AMADO, AZ 85645 DALLAS, TX 75266 VALENZUELA, DANIELLA WATTS, RONALD WRIGHT, JAMES A 1421 CALLE TORDO 941 W ESTRADA 17 W CAMINO RANCHO VIEJO APT A TUCSON, AZ 85745 SAHUARITA, AZ 85629 RIO RICO, AZ 85648 VASCULAR SOLUTIONS INC WAXIE SANITARY SUPPLY WRIGHT, STEVEN 6464 SYCAMORE COURT NORTH PO BOX 60227 2802 N MAGNOLIA OSSEO, MN 55369 LOS ANGELES, CA 90060-0227 TUCSON, AZ 85712 VELARDE, AILEEN K WEST, DARLA WUOLLET, JASON L 300 W GOLD HILL RD 15932 S AVE VILLA GRATA SALVAJE 149 N ABREGO DR #17 SAHUARITA, AZ 85629 GREEN VALLEY, AZ 85614 NOGALES, AZ 85621 VELASCO, ABEL WEST, DONNA MARIE XS SUPPLY LLC 432 CIBUTA CT PO BOX 641 10360 72ND STREET #4 AMADO, AZ 85645 UNIT 820 RIO RICO, AZ 85648 SEMINOLE, FL 33777 VELASCO, AURELIO WESTERN STATES FIRE PROTECTION ZETTLEMOYER, LOIS ANNE 1857 CIRCULO GLORIETA 4346 E ELWOOD ST 1020 W PLACITA VARGAS RIO RICO, AZ 85648 SUITE 100 GREEN VALLEY, AZ 85614 PHOENIX, AZ 85040 VELEZ, HECTOR WILLIS, MICHELLE G ZIMMER SOUTHWEST INC 2606 N SAN LORENZO DR 8151 S SUNNY SKY PL 8455 N 90TH STREET APT A TUCSON, AZ 85747 SUITE 150-116 NOGALES, AZ 85621 SCOTTSDALE, AZ 85258 VERTICAL COMMUNICATIONS WILSON, CHRISTY L ZOHO CORP-MANAGE ENGINE 3900 FREEDOM CIRCLE, STE 110 461 W CALLE LAS TUNAS 4141 HACIENDA DR SANTA CLARA, CA 95054 SAHUARITA, AZ 85629 PLEASANTON, CA 94588 WARD, KIMBERLEY D WILT, MISTA KAY ZOLL MEDICAL CORPORATION 1950 E DESERT LARK PASS 232 W PLACITA SINFIN 269 MILL ROAD GREEN VALLEY, AZ 85614 GREEN VALLEY, AZ 85614 CHELMSFORD, MA 01824 WASTE MGMT OF ARIZONA WOLFF, ETHAN D ZUNIGA, MARCELLA TUCSON HAULING 7021 S BLUE EYES DR 256 CAMINO APOLENA 1001 FANNIN, SUITE 4000 TUCSON, AZ 85756 RIO RICO, AZ 85648 HOUSTON, TX 77055 Case 4:17-bk-03351-SHG Doc 1 Filed 04/03/17 Entered 04/03/17 15:48:18 Desc Main Document Page 26 of 28 GV Hospital Management, LLC-ZWEIG, SHIRLEY M 8011 N WAYWARD STAR DR TUCSON, AZ 85743 Case 4:17-bk-03351-SHG Doc 1 Filed 04/03/17 Entered 04/03/17 15:48:18 Desc Main Document Page 27 of 28 United States Bankruptcy Court District of Arizona In re GV Hospital Management, LLC Case No. Debtor(s) Chapter 11 CORPORATE OWNERSHIP STATEMENT (RULE 7007.1) Pursuant to Federal Rule of Bankruptcy Procedure 7007.1 and to enable the Judges to evaluate possible disqualification or recusal, the undersigned counsel for GV Hospital Management, LLC in the above captioned action, certifies that the following is a (are) corporation(s), other than the debtor or a governmental unit, that directly or indirectly own(s) 10% or more of any class of the corporation's(s') equity interests, or states that there are no entities to report under FRBP 7007.1: Green Valley Hospital, LLC 4455 S. I-19 Frontage Rd. Green Valley, AZ 85622 None [Check if applicable] April 3, 2017/s/S. Cary Forrester Date S. Cary Forrester 006342 Signature of Attorney or Litigant Counsel for GV Hospital Management, LLC Forrester & Worth, PLLC 3636 N. Central Ave., Ste. 700 Phoenix, AZ 85012-1927 (602) 258-2729 Fax:(602) 271-4300 Software Copyright (c) 1996-2016 Best Case, LLC-www.bestcase.com Best Case Bankruptcy Case 4:17-bk-03351-SHG Doc 1 Filed 04/03/17 Entered 04/03/17 15:48:18 Desc Main Document Page 28 of 28

Omnibus Declaration of John Matuska in Support of First Day Motions filed by S. CARY FORRESTER of FORRESTER & WORTH, PLLC on behalf of GV HOSPITAL MANAGEMENT, LLC. (FORRESTER, S.)

F O R R E S T E R & W O R T H, PLLC 3636 N O R T H C E N T R A L A V E N U E, S U I T E 700 P H O E N I X, A R I Z O N A 85012 602.258.2729— M A I N 602.271.4300— F A X S. C A R Y F O R R E S T E R (00634 2) J O H N R. W O R T H (01295 0) SCF@FORRESTERANDWORTH.COM JRW@FORRESTERANDWORTH.COM COUNSEL FOR THE DEBTOR U NITED S TATES B ANKRUPTCY C OURT D ISTRICT OF A RIZONA In re: Chapter 11 GV HOSPITAL MANAGEMENT, LLC, Case No. 4:17-bk-03351 Debtor. OMNIBUS DECLARATION OF JOHN MATUSKA IN SUPPORT OF FIRST DAY MOTIONS John Matuska hereby declares under penalty of perjury as follows: 1. I am the Chief Executive Officer of GV Hospital Management (‘Management"), which owns and operates the Green Valley Hospital (the "Hospital"); 2. I am over the age of 21, am competent to testify, and if called to do so would testify as set forth in this Declaration; General Background 3. Management is an Arizona limited liability company with its principal place of business and operations in Green Valley, Arizona; 4. The Hospital is a licensed and general acute care hospital open 24 hours a day, seven days a week. It cost more than $75 million to construct and equip, and opened in May of 2015; Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 1 of 55 5. The Hospital is the only hospital in its local market, serving a community of approximately 100,000 people (including the city and surrounding region). The next closest hospital facility is located 26 miles to the north, or a 45-minute drive away; 6. The Hospital is a 49-bed general acute care hospital with a 12-bed emergency department; 7. The Hospital currently has approximately 337 employees, and has credentialed over 232 physicians on its medical staff. The employees include approximately: (i) 227 full-time employees; (ii) 102 part-time employees; and (iii) 8 contract employees; 8. Features of the Hospital include a surgical suite with four operating rooms, two procedure rooms and a 13 bed PACU, a cardiac catheterization laboratory, a full service laboratory and blood bank, diagnostic radiology services and emergency care; 9. The Hospital’s mission is to deliver the highest quality of healthcare to surrounding communities, and to become the finest community-based regional hospital in Southern Arizona, through its core values of respect, integrity, responsibility, and excellence; 10. The Hospital was awarded the 2015 "New Business of the Year" award at Green Valley’s Annual Chamber Business Dinner, and averages 4.3 out of 5 stars from patients in online ratings; 11. The Hospital offers a wide variety of healthcare specialties from anesthesiology to wound care. It also offers full imaging and diagnostic services as well as a full service laboratory, blood bank, and inpatient pharmacy; 12. The Hospital was originally managed by Jim McDowell and/or a designated entity of Jim McDowell. It was under-capitalized, poorly governed, and poorly managed from its inception. As a result, it incurred cumulative net 2 Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 2 of 55 losses from operations of approximately $35 through the first 18 months of operations; 13. In August 2016, Debtor Green Valley Hospital, LLC ("GVH") recruited a qualified turnaround management team and in November 2016 its board of managers was restructured; 14. Despite the management restructuring, the Hospital’s debt load remains unsustainable and it was necessary to file this case in order to reorganize its debts, operate successfully, and maximize the recovery to creditors; 15. Management determined that it needed to file a Chapter 11 bankruptcy in order to reorganize its debts, operate successfully, and optimize recovery to its creditors; Corporate Structure 16. Management is one of six wholly-owned subsidiaries of GVH. The other subsidiaries include GVH MOB I, LLC ("MOB1"), GVH MOB II, LLC ("MOB2"), GVH MOB III, LLC ("MOB3"), GV Campus Management, LLC ("GVCM"), and GV II Holdings, LLC ("GV2"); Debtors’ Assets & Liabilities 17. Management owns the real property where the Hospital is located and accounts receivables. It owns some of the equipment used by the Hospital, with the balance owned by GVH, other than leased equipment; 18. Management also holds the Hospital license, employs staff, governs clinical operations, including medical staff credentialing, and contracts with third party payors including Medicare and Medicaid; 19. The Hospital’s land and building have an "as is" value of approximately $59.2 million, and its equipment has a liquidation value of approximately $2.8 million; 3 Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 3 of 55 Debtors’ Creditors 20. Management’s total liabilities stood at approximately $95 million as of the Petition Date, of which approximately $85 million is secured debt. As the description set forth below details, some of that debt overlaps with GVH’s debt and a small portion overlaps with GVII’s debts; 21. Details regarding Management’s main secured creditors are as follows: A. Artemis Realty Capital Advisors, LLC ("Artemis"). Artemis is owed approximately $7.9 million as of March 29, 2017. It holds a first-priority lien on the Hospital’s land and building and on the equity ownership interests in Management, GVH, MOB1, MOB2, and MOB3, and second-priority liens on Management and GVH’s equipment and accounts receivable; B. Green Valley Medical Investments, LLLP ("GVMI"). GVMI was GVH’s original senior secured lender, having funded the construction of the Hospital through a $55 million loan to GVH. GVMI is also owed approximately $7.5 million by GVH for accrued interest, fees and costs. GVMI agreed to subordinate its debt to Artemis’ loan in September 2016. As such, GVMI holds a second-priority lien on: (i) the Hospital’s land and building; (ii) the equity interests in Management, MOB1, MOB2, and MOB3; (iii) the land and buildings owned by MOB1, MOB2, and MOB3; (iv) GV2’s land; and (v) a third-priority lien on Management and GVH’s equipment and accounts receivable; C. SCM Special Finance Opportunities ("SCM"). SCM provided an accounts receivable loan to Management in the amount of $2.4 4 Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 4 of 55 million. SCM holds a first-priority lien on Management’s accounts receivable; D. SQN Asset Finance (Guernsey) Limited ("SQN"). SQN loaned GVH approximately $13 million for the purchase of equipment. SQN holds a first-priority lien on Management’s and GVH’s equipment, and on GV2’s land; E. Management has unsecured debts totaling approximately $9.9 million, attributable to two unsecured notes and trade and vendor payables; Facts Relating to Management’s Motion for Interim Order Authorizing Use of Lockbox Bank Accounts 22. Management maintains three lockbox accounts at Compass Bank ("Compass"), identified as follows: Commercial Lockbox ******0768 Government Lockbox ******8484 Selfpay Lockbox ******0712 23. The Commercial Lockbox is the account into which all commercial insurance remittances are deposited; 24. The Government Lockbox is the account into which all Medicare and Medicaid payments are deposited; 25. The Selfpay lockbox is the account into which all other payments are deposited, including those made by individuals who have no insurance or have deductible or coinsurance requirements; 5 Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 5 of 55 26. Many of Management’s customers have been instructed to make deposits into these accounts, and closing them would severely disrupt the collection of receivables; 27. Similarly, attempting to alter the payment instructions, especially to the governmental entities, would jeopardize the collection of receivables, especially the Medicare and Medicaid payments; 28. Management does not write checks or otherwise make payments out of these accounts; 29. More than $2 million was deposited into the lockbox accounts during the first 17 days of March, 2017, and additional deposits totaling more than $740,000 are expected through the end of the month. Management anticipates that similar amounts will be deposited into the accounts in the months ahead; Facts Relating to Management’s Motion for Order Regarding Patient Care Ombudsman 30. I supervise the Hospital’s day-to-day operations, including the methods and processes it uses to monitor, oversee, and maintain the quality of care provided to patients and the safeguarding of their privacy rights; 31. I am also familiar with the policies and mechanisms the Hospital has in place to ensure compliance with all applicable regulations and accreditation requirements; 32. The Hospital is in compliance with all applicable regulations and accreditation requirements, as verified by the regular inspection and ongoing certification by various state and federal regulatory agencies and independent monitoring and accreditation agencies; 33. The decision to file this case was in no way predicated on or related to any problem related to patient care, privacy, or safety; 6 Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 6 of 55 34. The Hospital is also subject to substantial external monitoring by various federal and state regulatory agencies and independent accreditation organizations. Such monitoring provides an added layer of protection for patients by ensuring that the Hospital is subject at all times to inspections by independent third parties; 35. The Hospital is currently in compliance with all applicable federal and state regulations; 36. In addition to the Hospital accreditation and compliance with federal and state accreditation agencies, it also employs a Patient Advocate who works four days per week and whose only job is to advocate for patients and their families and to resolve any problems, complaints, and grievances they may have; 37. The Hospital also has a Compliance and Privacy Officer whose job is to ensure that the Hospital and its business associates maintain the confidentiality of patient health information and comply with HIPAA; 38. In order to qualify as a Medicare participant, a hospital must either comply with routine surveys by state agencies or be "accredited" by an institution that is authorized by the Centers for Medicare and Medicaid Services ("CMS") to attest to a hospital’s eligibility for Medicare participation; 39. There are two entities in the United States that have such "deeming authority:" the Joint Commission on Accreditation for Hospital Organizations ("JCAHO") and Det Norske Veritas ("DNV"). DNV surveys annually, while JCAHO only surveys every 18-36 months; 40. Since its opening, the Hospital has been continuously accredited by DNV through its annual surveys. If it were to lose its deemed status, it would no longer be eligible to accept Medicare or Arizona Health Care Cost Containment System ("AHCCCS") patients; 7 Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 7 of 55 41. If the Hospital were no longer eligible to participate in Medicare and AHCCCS, private insurers could also terminate their provider agreements, effectively removing the Hospital’s entire patient base and making continued operations impossible; 42. Because of the dire consequences of losing deemed status, the Hospital is dedicated to meeting the high patient quality standards of DNV; 43. DNV issues its Interpretive Guidelines and Surveyor Guidelines that hospitals must comply with to receive and maintain their DNV accreditation. As part of the DNV accreditation requirements, hospitals must develop, implement, and maintain an ongoing system for managing quality and patient safety; 44. The Hospital’s last inspection by DNV took place on July 12-13, 2016 and its next inspection will take place sometime within the 45-day window on either side of July 12, 2017; 45. The Hospital has not been the subject of any complaints or investigations initiated by CMS or any federal health care oversight agencies; 46. As of today, there have been no enforcement actions filed by CMS or any federal health care oversight agencies and the Hospital is in full compliance with federal regulatory requirements; 47. The Arizona Department of Health Services ("ADHS") regulates the licensure of health care entities in Arizona. To maintain hospital operations, the Hospital must comply with all requirements necessary for continued maintenance of an Arizona hospital license; 48. ADHS regulations mandate the creation and implementation of policies and procedures related to patient care at the hospital. Although all areas of patient care (such as admission, surgical services, and perinatal care) are regulated by these ADHS rules, some regulations apply specifically to maintenance of high quality care standards at the Hospital; 8 Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 8 of 55 49. For example, ADHS requires hospitals to have policies concerning how personnel report patient care deficiencies, the creation of a quality management system, and the establishment of patient rights information; 50. The Hospital has complied with all the requirements for licensure through ADHS. In maintaining compliance with the licensure requirements, the Hospital has adopted detailed policies specifically addressing patient rights and responsibilities, risk assessment, corrective action, incident reporting and preventive action, to name a few; 51. ADHS maintains a system (accessible online) where anyone with knowledge or concerns about a medical facility may file a complaint in writing. It assigns each complaint to a surveyor to conduct an investigation, which may include a review of records, interviews with staff and residents, and observation of the care of patients. If names have been provided in the complaint, those persons will be contacted and an investigation may result in a complete compliance survey being conducted; 52. The Hospital has not been the subject of any ADHS complaints or investigations; 53. As of today, there have been no enforcement actions filed by the ADHS against the Hospital, and the Hospital is in full compliance with all ADHS requirements; 54. One of the mechanisms the Hospital uses to maintain quality of care is its Patient Complaint and Grievance Process, a copy of which is appended hereto as Exhibit 1; 55. Upon admission, patients (or their representatives) are provided with information related to the grievance submission process. In emergency situations, every attempt is made to distribute this information to the patient or his/her representative as soon as possible; 9 Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 9 of 55 56. During the admission process, the Admitting Department staff provides the patient/representative with written information outlining how to submit a grievance related to quality of care concerns or premature discharge concerns; 57. If needed, the Hospital utilizes interpreter services to ensure that this information is communicated in the patient’s primary language. Outpatients receive this information when completing pre-procedural or pre-diagnostic testing paperwork; 58. Each patient/representative receives information concerning: (1) with whom to file a grievance; (2) the reasons for submitting a grievance; (3) the telephone number and address of regulatory agencies that receive patient grievances: CMS, ADHS, the Hospital’s third party Quality Improvement Organization (the "QIO"), and DNV; (3) their ability to file a complaint directly to any or all of these agencies without submitting a grievance first to the Hospital; (4) time frames for review and resolution of the grievance; and (5) the receipt by the patient/representative of a written notice of grievance determination; 59. When a patient or family verbalizes dissatisfaction to an employee, physician, volunteer, or department personnel, the department director (or the director’s designee) must be made aware of the complaint and follow up begins immediately. The department director is responsible for ensuring the complaint is resolved; 60. If a patient complaint cannot be resolved by department staff, the Patient Relations Department is notified. If the complaint involves a risk issue or cannot be resolved by the Patient Relations Department, the Administration and the Quality Director are notified; 61. The following steps are taken to address a complaint: (1) interview the complainant; (2) take steps to resolve the problem; (3) provide feedback to the 10 Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 10 of 55 patient regarding the steps taken and anticipated resolution; and (4) document the complaint and the actions taken to it; 62. A complaint received by the Hospital’s Administration or sources other than the department itself will be immediately routed to the appropriate department Director for timely resolution and response; 63. In the event the complaint cannot be resolved in a timely manner through the process described above, or the concern meets the definition of a "grievance," the patient/representative can file a complaint directly with the Hospital by: (1) notifying the Administration; (2) notifying the ADHS; (3) notifying the QIO agency, Livanta, LLC; (4) notifying the Centers for Medicare & Medicaid Services; or (6) notifying DNV. Addresses, telephone numbers, and, where available, email addresses are provided for each entity; 64. Upon receipt of a grievance, the Hospital’s Administration will respond and notify the patient/representative that the grievance was received and that the Hospital is investigating it. The Hospital also logs the name of the patient/complainant, the date of receipt, the nature of the grievance, and the hospital location of the patient in its Grievance Log; 65. The Hospital’s Grievance Committee then conducts an investigation by: (1) reviewing the patient’s medical record; (2) interviewing the patient/representative; and (3) interviewing staff members involved in the patient’s care; 66. Any grievance involving quality of care or premature discharge must be referred to the appropriate medical staff committee or peer review organization pursuant to federal law or the patient’s request; 67. The Hospital’s Compliance and Privacy Officer must be notified of any concerns or complaints regarding alleged breaches of confidentiality or 11 Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 11 of 55 privacy issues, alleged fraud, alleged abuse, or alleged violation of regulatory statutes; 68. The Hospital responds to grievances in a timely manner. Grievances involving situations that endanger the patient, such as neglect and abuse, are reviewed immediately. Grievances that do not involve patient endangerment are reviewed, on average, within 7 days of receipt; 69. If the grievance is not resolved or the investigation cannot be completed within 7 days, the patient will be notified that the grievance is being investigated and that the Hospital will provide a written response within 30 business days. 70. Upon the completion of the investigation, the patient is provided with written notice of: (1) the name of the hospital contact; (2) the steps taken to investigate and resolve the grievance; (3) the final result of the grievance; and (4) the date of grievance completion; 71. The patient/representative maintains the right at all times to notify any of the state or federal regulatory agencies governing healthcare organizations; 72. The Hospital also maintains several procedures to ensure that patient care, patient safety, and organizational performance are constantly improving; 73. The Hospital’s Quality Management Plan, a copy of which is appended hereto as Exhibit 2, outlines its organization framework, lists the duties of the Hospital’s Board of Directors, Medical Staff, Quality Management Department, Department Directors, Employees, Volunteers, Chartered Continuous Quality Improvement Teams ("CQI Teams"), Non-Chartered CQI Teams, Failure Mode Effect, and Criticality Analysis and Root Cause Analysis Teams; 74. The Quality Management Plan outlines how the Hospital gathers and analyzes data regarding everything from patient satisfaction, effectiveness of pain 12 Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 12 of 55 management, use of blood, outcomes related to resuscitations, and medical record documentation; 75. In the event of what the Hospital deems "sentinel events" (such as transfusion reactions, adverse drug events, hazardous conditions, or discrepancies between pre-operative and post-operative diagnosis), an intensive analysis is initiated to determine where to focus on improvements. Changes are initiated as soon as possible to improve performance and patient safety and reduce the occurrence of these events; 76. The Hospital’s committee structure supports performance improvement by requiring that the committees document their activities in their minutes and memos and, when appropriate, similarly document their conclusions, recommendations, action, and follow-up; 77. The Hospital’s Quality Management Plan requires that all data collected to implement the plan remain confidential and safeguarded against unauthorized disclosure; 78. The Hospital’s Preventative Action Plan, a copy of which is appended hereto as Exhibit 3, serves to determine potential problems or issues, the need for action to prevent the recurrence of any identified problems or issues, the implementation of required actions, the reporting of results and actions taken, and the review of the effectiveness of the actions taken; 79. The Preventative Action Plan includes a matrix that categorizes the potential problem and identifies the responsible department, the actions taken, how such actions need to be recorded, and the follow up steps; 80. For example, for Patient Complaints and Grievances: (1) the Hospital’s Department/Hospital Leadership, Risk Management, and Patient Experience Representatives are responsible; (2) complaints are tracked and trended for potential preventative actions, (3) complaints are documented in 13 Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 13 of 55 federally mandated Hospital Consumer Assessment of Healthcare Providers and System Reports, patient complaint reports, patient surveys, incident reports, and meeting minutes; and (4) departmental leadership is responsible for monitoring and ensuring compliance appropriate with preventative actions; 81. As another example, if the Hospital experiences a "Near Miss," incident reports are generated and departmental leadership is responsible for ensuring that appropriate preventative action is complied with; 82. The Hospital also maintains a Corrective Action Plan, a copy of which is appended hereto as Exhibit 4, whose purpose is to ensure that nonconformities do not recur by determining what corrective actions must be taken when planned results are not achieved; 83. Similar to the Preventative Action Plan, the Corrective Action Plan sets forth who is responsible for the type of issue or problem, how such issue or problem will be determined to exist, how it is recorded, and who is responsible for follow-up; 84. For example, patient grievances are the responsibility of the Risk Management, Patient Experience, Patient Relations Advocate, and Department Directors whose job it is to follow the grievance management process and to investigate the cause of a patient/family grievance. They must note their findings in the Complaint and Grievance Log and follow up with key stakeholders to resolve the issue; 85. The Hospital also maintains a Quality Department headed by the Quality Management Review Committee (the "QMRC") who records their findings in meeting minutes; 86. If a nonconformity is identified during the QMRC, corrective actions will be taken, and the Hospital’s Quality Department is responsible for following up with key stakeholders to ensure that corrective action plans are completed. 14 Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 14 of 55 Ultimately, Hospital Leadership is responsible for ensuring corrective actions are completed; 87. The foregoing processes and procedures not only adequately address patient care concerns, but ensure that the standard of patient care is constantly improving and that any issues with patient care are corrected and prevented; 88. Not only does the Hospital maintain its accreditation with DNV and the ADHS, but it also employs a full time Patient Advocate whose job it is to advocate for patients and families by coordinating support and resolving problems, complaints, and grievances; 89. The Patient Advocate routinely makes rounds on patients to proactively address patients’ concerns and to expedite the resolution of those concerns. The Patient Advocate acts as a liaison between patients and the Hospital, monitors patient satisfaction, and analyzes data to improve patient satisfaction; 90. The Patient Advocate’s job duties include, among other things: (1) responding to patient complaints, grievances, and problems; (2) working with hospital departments to assist with investigations in a timely manner; (3) responding to requests for information; (4) interacting with internal and external entities to resolve grievances, appeals, and claim disputes; (5) training and informing employees regarding processes and procedures; (6) formally responding to all grievances in accordance with applicable policies and procedures; (7) documenting patient concerns, complaints, and grievances and related follow-up activities and final outcomes; (8) making rounds on patients in the hospital; (9) reviewing patient satisfaction data and providing recommendations for areas of improvement; (10) providing reports to leadership staff on patient complaints; and (11) serving as a resource to families and patients 15 Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 15 of 55 regarding the Hospital’s policies and procedures, lost belongings, and financial questions; 91. The Hospital also employs a Compliance and Privacy Officer who is responsible for the oversight and implementation of its compliance program and adherence to privacy policies; 92. The Compliance and Privacy Officer’s duties include: (1) developing compliance and privacy programs that adhere to current regulations; (2) coordinating and implementing compliance and privacy procedures within each department; (3) responding to alleged violations of rules, regulations, policies, and procedures; (4) ensuring timely reporting of any violations or potential violations; (5) establishing awareness of Alertline to employees or others to report violations without fear of retaliation or retribution; (6) establishing a mechanism to track access to patient health information; (7) working to restrict access to patient health information when appropriate; (8) ensuring that the Hospital and businesses it works with are observing HIPAA; and (9) and reviewing system related security plans throughout the Hospital’s computer network to ensure compliance with privacy regulations. Facts Relating to Management’s Motion to Approve Adequate Assurance to Utility Providers 93. In the ordinary course of its business, the Hospital receives water/sewage, electricity, gas, internet, telephone, and other services (collectively, the "Utilities") from various utility providers, as follows: a. Tucson Electric Power (deposit = $176,148.00); b. Southwest Gas (deposit = $7,365.00); c. Green Valley Water (deposit = $5,000.00); d. City of Tucson Wastewater (no deposit); 16 Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 16 of 55 e. Century Link (no deposit); and, f. Cox Communications (no deposit). 94. In the 12 months preceding March 31, 2017, the Hospital paid, on average, $62,109.00 per month for Utilities; 95. The Hospital pays each Utility provider directly, after receiving an invoice for the prior month’s services; 96. Additionally, the Hospital has deposits with some or all of the Utility Providers, as noted above, which total $188,513.00; Facts Relating to Management’s Motion to Pay Prepetition Wage, Benefit Reimbursement and Other Employee Related Obligations. 97. As of March 31, 2017, Management owed accrued and unpaid wages, salaries, bonuses, and/or commissions, including vacation, severance, paid time off, and sick leave obligations (collectively, the "Wage Claims") to its employees; 98. Because the employees were paid current on Friday, March 31, 2017, I believe that the Wage Claims will amount to less than $12,850.00 per Employee; 99. The aggregate amount of accrued and unpaid payroll owing as of the March 31, 2017 is estimated to be $321,376; 100. In addition, certain employees who were paid on that date may have failed to cash their checks before the bankruptcy filing, although this amount too should be small, as most employees are paid by direct deposit to their accounts through a third-party payroll service; 101. In connection with the payment of wages and other compensation, Management is required to withhold from employee payroll checks certain obligations of the employees, including, without limitation, federal, state, and local income taxes, Social Security, Medicare, and unemployment taxes; 17 Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 17 of 55 102. In the ordinary course of business, Management may also withhold from payroll checks: (i) employee contributions to 401(k) or other retirement plans; (ii) employee contributions to medical, dental, insurance, disability, or similar plans, and (iii) other contributions or obligations of the employees as directed by the employees or pursuant to applicable law; 103. In addition, Management makes payments for the employer’s portion of payroll taxes and other obligations as required by applicable law; 104. With the exception of withholding taxes, Management was current on all such obligations as of March 31, 2017; 105. As to withholding taxes, Management owes the IRS approximately $1.8 million (plus interest and penalties) for wages paid prior to the change in management, and a corresponding amount of approximately $180,000 to the State of Arizona; 106. Management is not seeking authority to pay any of these old withholding obligations, only those associated with the most recent payroll and the portion of post-petition payroll that accrued before the filing; 107. In the ordinary course of Management’s business, it has also established various benefit plans, programs, and policies for its employees (collectively, the "Benefit Obligations"); 108. The Benefit Obligations may include, but are not necessarily limited to, obligations with respect to the following: (a) medical, dental, vision, and similar plans or benefits; (b) life insurance, accidental death and dismemberment, short-term disability, and similar plans or benefits; (c) paid time off ("PTO"); and (d) other miscellaneous benefits. 109. With the exception of PTO, Management is unaware of any unpaid Benefit Obligations as of March 31, 2017; 18 Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 18 of 55 110. As to PTO, it is an essential part of Management’s compensation package and is necessary to attract and retain employees. Management estimates its accrued PTO obligations, as of the Petition Date, at $424,122.64, or an average of $1893 per covered employee; 111. None of the employees have accrued PTO in excess of the wage priority limit, and only nine out of 224 covered employees have accrued PTO in excess of $5,000; 112. Management also carries workers’ compensation insurance for its employees, for which it pays a fixed monthly premium of $11,913.53, together with other variable amounts determined by the dollar amount of claims made during any applicable period; 113. Management’s payment obligations to the workers’ compensation insurer are secured by a cash deposit of $25,228.65; 114. In the ordinary course of their duties on behalf of Management, various Employees may from time to time incur expenses for which they are customarily reimbursed by Management; 115. In other cases, such expenses are charged directly to Management, although the employee could be obligated on the expense if it is not paid by Management; 116. Most of Management’s employees are paid by direct deposit through a third-party payroll service, ADP. However, some are paid directly by Management, through checks written on its payroll account; 117. While all employees were paid current on March 31, 2017, it is possible that some employees did not negotiate their checks before the bankruptcy filing; 19 Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 19 of 55 Facts Relating to Management’s Motion to Pay Prepetition Critical Vendors 118. In the ordinary course of its business, Management relies on third-party vendors and suppliers to provide various goods and services used at the Hospital, without whom the Hospital could not sustain its operations; 119. Management has established relationships with these critical vendors in order to ensure continued access to goods and services critical to its operations; 120. Management has identified approximately 34 such critical vendors, who are owed a combined total of approximately $1,070,033 for prepetition goods and services; 121. However, because most of these critical vendors are already dealing with Management on a COD basis, I believe that they will continue to provide goods and services after the bankruptcy filing without interruption; 122. However, my experience tells me that two critical vendors will not continue to provide services after the bankruptcy filing if their prepetition repayment plans are not honored: Pima Heart Physicians, PC ("Pima Heart") and Southern Arizona Gastroenterology ("SAG"); 123. By way of background, Management relies on various doctors and groups of doctors to staff the Hospital and provide specialized care to its patients; 124. Pima Heart and SAG are two of those groups. Pima Heart provides specialized heart care and SAG provides specialize gastroenterology care, both on a contract basis; 125. Management became seriously delinquent in its payment obligations to both groups, and both indicated (strongly) that they would not provide further services in the absence of an agreed-upon repayment plan; 126. The loss of either would seriously disrupt the Hospital’s operations and result in lost patients and lost revenue. It would also damage the Hospital’s 20 Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 20 of 55 reputation in a way that it might not recover from. Also, because of the Hospital’s rural location, it could not easily replace these groups; 127. Accordingly, Management entered into repayment arrangements with both groups before its bankruptcy was filed, and wishes to continue with those arrangements; 128. Pima Heart was owed approximately $305,000 in arrearages when Management’s case was filed. Management has agreed to repay these arrearages by making three equal payment in April, May, and June of this year. In return, Pima Heart has agreed to continue to provide its specialized services; 129. Management has agreed to repay the much smaller arrearages owed to SAG, $23,300, in two installments: The first, in the amount of $15,000 on April 1, 2017, and the second, in the amount of $8,300, on May 1, 2017. In return, SAG has agreed to continue to provide its specialized services; 130. If either were to refuse to continue to provide services, the Hospital would lose patients and revenue far in excess of the amounts owed. In addition, it might not be able to replace the two groups, and that would be devastating as the Hospital would no longer be able to offer heart and gastroenterology services; Facts Relating to Management’s Motion to File Portions of its Schedules and Mailing List and Other Documents under Seal 131. Patients of the Hospital are protected by the Health Insurance Portability and Accountability Act (commonly known as "HIPAA"). Among other things, HIPAA regulates the use and disclosure of protected health information of individuals held by covered entities, including medical service providers such as the Hospital; 132. Protected health information is any information held by a covered entity which concerns health status, provision of health care, or payment for health 21 Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 21 of 55 care that can be linked to an individual. Broadly interpreted, this information includes any part of an individual’s medical records or payment history; 133. HIPAA violations can result in both civil and criminal penalties to a covered entity. Therefore, the Hospital has a legal duty to keep the identities and other information of its patients private; 134. In preparing its Schedules, Management has identified a number of past and present patients who may have claims against the estate; 135. These individuals include those with positive credit balances (resulting from overpayment, double payment, or the issuance of credits by the Hospital), those individuals who have filed grievances with or against the Hospital, and those individuals who have been the subject of incident reports; 136. Some of these individuals have known claims and others are in the category of potential claimants; and 137. I believe that it would, or might, be a violation of HIPAA to disclose their names, addresses, and other personally identifying information on the record in Management’s case. DATED March 31, 2017 _______________________________ John Matuska 22 Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 22 of 55 EXHIBIT "1" Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 23 of 55 SUBJECT: PATIENT COMPLAINT and GRIEVANCE REFERENCE: HW.017 PROCESS PAGE: 1 DEPARTMENT: HOSPITALWIDE OF: 9 EFFECTIVE: 04/15 APPROVED BY: CEO REVISED: POLICY: This policy is approved and adopted by the Green Valley Hospital Governing Board. The Governing Board has delegated the responsibility for the effective operation of the grievance process to the Grievance Committee. In accordance with 42 CFR §482.13(a)(2) Green Valley Hospital maintains a process for prompt resolution of patient grievances and informs each patient whom to contact to file a grievance. Green Valley Hospital supports the patients’ right to have reasonable expectations of care and services and will address these expectations in a timely, reasonable, and consistent manner. Green Valley Hospital supports a patient’s right to freely voice complaints and recommend changes without being subject to coercion, discrimination, reprisal, or unreasonable interruption of care, treatment, and services. Hospital employees are encouraged to alert appropriate staff concerning any patient grievance in a timely manner to ensure prompt follow-up. A patient or patient’s representative who expresses a complaint or grievance is assured that their concerns will be utilized to assist with the hospital’s continuous quality improvement efforts. The Administrative Team has the leadership role in the complaint and grievance process. Patients are granted rights under the Health Insurance Portability and Accountability Act (HIPAA) and other state or federal laws or regulations dealing with privileged health information (PHI). A patient who believes his or her rights have been violated may file a complaint regarding the alleged PHI violation to the Hospital Compliance Officer. The Compliance Officer investigates alleged violations or complaints made by the patient or his or her representative regarding the alleged breach of privacy. DEFINITIONS: Complaint – as defined as a verbal concern issued on behalf of a patient that can be resolved at the time by staff present. Patient Grievance – as defined by Centers for Medicare & Medicaid Services, (CMS) 42 CFR §482.13(a)(2): Page 1 of 9 The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 24 of 55 SUBJECT: PATIENT COMPLAINT and GRIEVANCE REFERENCE: HW.017 PROCESS PAGE: 2 DEPARTMENT: HOSPITALWIDE OF: 9 EFFECTIVE: 04/15 APPROVED BY: CEO REVISED: A patient grievance is a formal or informal written or verbal complaint that is made to the hospital by a patient, or the patient’s representative, regarding the patient’s care, abuse or neglect, issues related to the hospital’s compliance with the CMS Hospital Conditions of Participation (COPs), or a Medicare Beneficiary billing complaint related to rights and limitations provided by 42 CFR 489. Staff Present--Includes hospital staff present at the time of the complaint or hospital staff who can quickly be at the patient’s location to assist with resolution of the patient’s complaint. Grievance Committee--An ad hoc committee consisting of members defined by Administration as appropriate to the grievance type. The Committee must consist of more than one person and may include members of Administration, Case Management, Patient Relations, Physician Representative, Quality Management and appropriate department directors as needed. The committee is responsible for reviewing and resolving grievances, as designated by the Board of Trustees. EXAMPLES OF A GRIEVANCE:  Complaint regarding patient abuse or neglect  Complaints related to the hospital’s compliance with CMS Hospital Conditions of Participation (COP), or those that cannot be resolved quickly  A written complaint  A verbal patient care complaint that cannot be resolved by staff present at the time of the complaint, is postponed for later resolution, is referred to other staff for later resolution, requires investigation, and/or requires further actions for resolution  A written complaint that does not ask for written resolution is a grievance if the Hospital would otherwise consider the complaint a grievance  If patient or patient’s representative requests that his or her complaint be handled as a formal complaint or grievance, or requests a response from the hospital  Billing issues are not considered grievances unless the complaint being addressed concerns a Medicare Beneficiary billing complaint related to the rights and limitations provided by 42 CFR 489, at which time the complaint is considered a grievance. EXAMPLES THAT ARE NOT GENERALLY CONSIDERED A GRIEVANCE:  Patient care complaint that is resolved at the time by staff present Page 2 of 9 The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 25 of 55 SUBJECT: PATIENT COMPLAINT and GRIEVANCE REFERENCE: HW.017 PROCESS PAGE: 3 DEPARTMENT: HOSPITALWIDE OF: 9 EFFECTIVE: 04/15 APPROVED BY: CEO REVISED:  Post discharge verbal complaint via telephone regarding a patient care complaint that would have been resolved by staff present if the communication had occurred during the patient’s stay.  Information obtained by a patient satisfaction survey, unless accompanied with a letter or documentation requesting a response  Where the patient is satisfied with the care but a family member is not. In instances when the reporting person is not the patient, it is necessary to contact the patient to insure the person filing the complaint/grievance is an "authorized representative" of the patient, and that this person is permitted to discuss information contained in the patient’s medical record. PROCEDURE:  Staff will be knowledgeable regarding the hospital’s patient complaint and grievance process.  Personnel will be encouraged to alert appropriate staff concerning any patient grievance.  Data will be collected regarding patient grievances, as well as complaints that are not defined as grievances and incorporated into the organization’s performance improvement program.  Information gathered and "lessons learned" will be incorporated into the hospital’s performance improvement initiatives.  Summary reports of grievances will be submitted on at least a bi-monthly basis to the Quality Management Review Committee and the Board of Directors. ADMISSION:  At the time of patient admission to the facility, the patient or the patient’s representative is provided with information related to the grievance submission process. If the patient’s condition does not permit the providing of this information at the time of admission, or if the Page 3 of 9 The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 26 of 55 SUBJECT: PATIENT COMPLAINT and GRIEVANCE REFERENCE: HW.017 PROCESS PAGE: 4 DEPARTMENT: HOSPITALWIDE OF: 9 EFFECTIVE: 04/15 APPROVED BY: CEO REVISED: patient’s representative is not present at time of admission, every attempt is made to distribute this information to the patient or his/her representative as soon as possible.  During the admission process, the Admitting Department staff provides the patient or his/her representative with written information outlining how to submit a grievance related to quality of care concerns or premature discharge concerns. The information is provided in a manner in which the patient can understand in his/her primary language or method of communication, using an interpreter as needed.  Outpatients will receive this information when completing pre-procedural or pre-diagnostic testing paper work.  The information provided to the patient includes:  With whom to file a grievance  The reasons for submitting a grievance, i.e., quality of care concerns or premature discharge perception  Phone number and address of regulatory agencies that receive patient grievances: Centers for Medicare and Medicare Services (CMS), Arizona Department of Health Services (ADHS), and the Quality Improvement Organization (QIO), DNV GL-Healthcare  The patient is informed of the ability to file a complaint directly to any or all of these agencies without submitting a grievance first to Green Valley Hospital.  Time frames for review and resolution of grievance  That the patient receives a written notice of grievance determination. Complaints Process at Immediate Management Level:  When a patient or family verbalizes dissatisfaction to an employee, physician, volunteer, or department personnel, the department director or designee of the department involved shall be made aware of the complaint, and follow up shall begin immediately. Attempts will be made at the time the complaint is voiced to resolve the issue immediately. The department director is responsible for ensuring the complaint is resolved.  When the patient complaint cannot be resolved by the department staff, the Patient Page 4 of 9 The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 27 of 55 SUBJECT: PATIENT COMPLAINT and GRIEVANCE REFERENCE: HW.017 PROCESS PAGE: 5 DEPARTMENT: HOSPITALWIDE OF: 9 EFFECTIVE: 04/15 APPROVED BY: CEO REVISED: Relations Department will be notified. If the complaint involves a risk issue, or is not able to be resolved by the Patient Relations Department, Administration and the Quality Director will be notified. o The following steps will be taken to address a complaint:  Interview complainant  Take steps to resolve the problem  Provide feedback to patient regarding steps taken and anticipated resolution  Document complaint and actions taken to resolve the issue  A complaint received by Administration or sources other than the department itself shall be routed immediately to the appropriate department Director for timely resolution and response.  In the event that the complaint cannot be resolved in a timely manner through the process described above, or the concern meets the definition of a "grievance", the patient and/or their representative may file a grievance with the Hospital by use of any of the following mechanisms: o Notifying Hospital Administration: A patient and/or their representative may send his or her written or verbal grievance to the following address/phone number: Green Valley Hospital Attn: Grievance Department 4455 S-19 Frontage Road Green Valley, Arizona Phone number: 520-393-4790 o Notifying the State: The patient and/or their representative may contact the State agency: Arizona Department of Health Services 150 N. 18th Ave. Suite 450 Phoenix, AZ 85007 Phone number: 602-364-3030 Page 5 of 9 The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 28 of 55 SUBJECT: PATIENT COMPLAINT and GRIEVANCE REFERENCE: HW.017 PROCESS PAGE: 6 DEPARTMENT: HOSPITALWIDE OF: 9 EFFECTIVE: 04/15 APPROVED BY: CEO REVISED: o Notifying the QIO agency: The patient and/or their representative may contact the QIO agency: Livanta, LLC 6830 W. Oquendo Rd. Suite 202 Las Vegas, NV 89118 o Notifying Centers for Medicare & Medicaid Services (CMS): The patient and/or their representative may contact CMS: Centers for Medicare & Medicaid Services 7500 Security Boulevard Baltimore, MD 21244 Phone: 1-800-633-4227 o Notifying Det Norske Veritas (DNV): The patient and/or their representative may contact Det Norske Veritas (DNV) by either: Web Form: http://dnvglhealthcare.com/patient-complaint-report Phone: 1-866-496-9647 Email: hospitalcomplaint@dnvgl.com  Upon receipt of a grievance, Administration, or designee will respond to the patient or patient’s representative (may use fax or email if the grievance is filed in one of these manners), notifying the individual that the grievance was received and the facility is investigating the grievance.  Upon receipt of a grievance the following information is recorded in the Grievance Log:  Name of the complainant and patient  Date of receipt  Nature of the concern  Hospital location of the patient GRIEVANCE INVESTIGATION: Page 6 of 9 The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 29 of 55 SUBJECT: PATIENT COMPLAINT and GRIEVANCE REFERENCE: HW.017 PROCESS PAGE: 7 DEPARTMENT: HOSPITALWIDE OF: 9 EFFECTIVE: 04/15 APPROVED BY: CEO REVISED:  The Grievance Committee, conducts an investigation of the grievance by:  reviewing the patient’s medical record to obtain necessary information  interviewing the patient and/or patient’s representative for additional information as needed  interviewing staff members involved in the care of the patient  Any grievance filed that includes concerns regarding the quality of care or premature discharge shall be referred to the appropriate medical staff committee or peer review organization pursuant to federal law with which the hospital has a contract or at the patient’s and/or their legal representative’s request.  The Compliance/Privacy Officer will be notified of any concerns or complaints voiced regarding alleged breach of confidentiality or privacy issues, alleged fraud and/or abuse and alleged violation of regulatory statutes. TIME FRAMES:  Green Valley Hospital will review, investigate, and resolve each patient’s grievance within a reasonable time frame.  Grievances regarding situations that endanger the patient, such as neglect or abuse, will be reviewed immediately, given the seriousness of the allegations and the potential for harm to the patient.  Grievances that do not involve patient endangerment will be responded to with written notice to the patient and/or their legal representative within an average of seven (7) days of receipt of the grievance. However, staff scheduling and fluctuations in the numbers and complexity of grievances may affect the timeframes for the resolution of a grievance and the provision of the response.  If the grievance will not be resolved, or if the investigation will not be completed within and average of 7 days of receipt, the patient or patient’s representative will be notified that the grievance is still being investigated.  If the grievance will not be resolved or if the investigation is not or will not be completed within an average of seven (7) days, the hospital will inform the patient or the patient’s representative that the hospital is still working to resolve the grievance and that the hospital will follow-up with a written response within thirty (30) business days Page 7 of 9 The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 30 of 55 SUBJECT: PATIENT COMPLAINT and GRIEVANCE REFERENCE: HW.017 PROCESS PAGE: 8 DEPARTMENT: HOSPITALWIDE OF: 9 EFFECTIVE: 04/15 APPROVED BY: CEO REVISED: GRIEVANCE RESOLUTION:  A grievance is considered resolved when the patient is satisfied with the actions taken on their behalf. However, in the situation when the hospital has taken appropriate and reasonable actions on the patient or the patient’s representative behalf in order to resolve the patient’s grievance and the patient is still unsatisfied, then the hospital may consider the grievance closed. NOTIFICATION TO PATIENT:  Upon completion of the investigation the patient is provided with written notice of:  The name of the hospital contact;  The steps taken to investigate and resolve the grievance;  The final result of the grievance;  The date of grievance completion.  The patient and/or the patient’s representative maintain the right at all times to notify any of the state or federal regulatory agencies governing healthcare organizations. This facility supports the patient’s right to voice concerns regarding his or her healthcare and may provide assistance in contacting a regulatory agency if requested.  In its written response, the hospital is not required to include statements that could be used in a legal action against the hospital, but the hospital must provide adequate information to address each item stated in this requirement. The hospital is not required to provide an exhaustive explanation of every action the hospital has taken to investigate the grievance, resolve the grievance or other actions taken by the hospital. REFERENCES: ARS Ethics, Rights and Responsibilities 42 CFR §482.13 Page 8 of 9 The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 31 of 55 SUBJECT: PATIENT COMPLAINT and GRIEVANCE REFERENCE: HW.017 PROCESS PAGE: 9 DEPARTMENT: HOSPITALWIDE OF: 9 EFFECTIVE: 04/15 APPROVED BY: CEO REVISED: DNV NIAHO accreditation Requirements and Interpretive guideline Revision 7.1: PR 5 Grievance Procedure; 2008 Page 9 of 9 The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 32 of 55 EXHIBIT "2" Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 33 of 55 SUBJECT: QUALITY MANAGEMENT PLAN REFERENCE: QM.001 PAGE: 1 DEPARTMENT: HOSPITALWIDE OF: 9 EFFECTIVE: 04/15 APPROVED BY: Chief Nursing Officer REVISED: 06/2016; 01/2017 POLICY The purpose of this plan is:  To support the organization’s Mission, Vision, Values and Strategic Plan, which are used to guide overall improvement initiatives in Green Valley Hospital.  To improve quality, patient safety, and increase organizational performance through the implementation of data driven practices.  To provide a framework for promoting performance improvement and patient safety practices that include the Board of Directors, Administration, Management, Medical Staff, employees and volunteers. The organization supports a culture of innovation, collaboration, performance improvement, "fair and just culture", and commitment to customer satisfaction. Through the support, involvement, and collaboration of the Board of Directors, management, medical staff, employees, and volunteers, Green Valley Hospital, will achieve the goal of exceeding customer expectations, improving performance and patient safety. Based on data review, regulatory and accreditation requirements, and organizational risk stratification, the leadership of Green Valley Hospital, will establish performance improvement priorities for the organization. The priorities, as recommended by the Quality Committee and approved by the Medical Executive Committee and Board of Directors, will function as an addendum to this plan. ORGANIZATIONAL FRAMEWORK Board of Directors  It is recognized that the Board of Directors has the ultimate responsibility for the organization’s performance and strategic planning. To fulfill commitment to performance improvement and patient safety, the Board delegates the responsibility for developing, implementing and maintaining performance improvement to administration, the medical staff, management and employees. It is the responsibility of the Board, in conjunction with Senior Management, to prioritize activities, allocate resources (staff, information management/data support, time and training), and monitor progress toward achievement of governance, management, clinical, and strategic goals. Through the development of strategic initiatives, the Board provides direction to the organization’s performance improvement activities. The Board is provided a means for evaluation and input in improvement activities through ongoing reports from the Quality Committee and Medical Executive Committee. Page 1 of 9 The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 34 of 55 SUBJECT: QUALITY MANAGEMENT PLAN REFERENCE: QM.001 PAGE: 2 DEPARTMENT: HOSPITALWIDE OF: 9 EFFECTIVE: 04/15 APPROVED BY: Chief Nursing Officer REVISED: 06/2016; 01/2017 Medical Staff  Members of the medical staff are involved in activities to measure, assess, and improve performance and patient safety on an organization-wide basis for clinical and nonclinical processes, which require medical staff leadership participation. Improvement initiatives in which the medical staff are involved, include, but are not limited to: assessment and treatment of patients, use of medications, use of blood and blood products, operative and other procedures, efficiency of clinical practice patterns, significant departures from established clinical practice patterns, and the accuracy, timeliness, and legible completion of medical records. Quality Management Department  The Quality Management Department serves as a resource to Chartered Teams, Standing Committees, the Medical Staff, and hospital departments. The Quality Management Department is responsible for reviewing reports from throughout the organization and facilitating their analyzation for patterns and trends that require improvement activities, including patient safety initiatives. These reports include, but are not limited to, patient satisfaction, occurrence reports, database reports, and standing committee reports. The Quality Management Department will report identified patterns and trends, which may require a performance improvement initiative to the affected departments and the Quality Committee. Department Directors  Department Directors are responsible for ongoing performance improvement and patient safety activities in their departments, supporting teams and acting on recommendations generated by performance improvement and patient safety activities review. Many of these activities will interface with other departments and the medical staff. It is critical that the Department Director foster a "just and fair" culture and an environment of collaboration both internally and external to their departments. Not all performance improvement efforts require a chartered team. Department Directors are encouraged to establish performance improvement activities in conjunction with other departments. Performance improvement activities that do not require a large cross-functional team are the responsibility of the Department Directors involved in the improvement effort. Employees  The role of the individual employee is critical to the success of performance improvement and patient safety initiatives. Quality is everyone’s responsibility. All employees must believe that every process can be improved and feel Page 2 of 9 The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 35 of 55 SUBJECT: QUALITY MANAGEMENT PLAN REFERENCE: QM.001 PAGE: 3 DEPARTMENT: HOSPITALWIDE OF: 9 EFFECTIVE: 04/15 APPROVED BY: Chief Nursing Officer REVISED: 06/2016; 01/2017 empowered to confidently address and proactively prevent problems, as well as contribute positively to improvement efforts. Any employee, medical staff member, or volunteer may make a suggestion for a Performance Improvement Team by contacting the Director of Quality and their Department Director. Volunteers  Green Valley Hospital will recognize the role of the volunteer in the overall delivery of service and the positive contribution to customer satisfaction. Volunteers may be asked to be an ad hoc team member as needed. Chartered Continuous Quality Improvement (CQI) Teams  Chartered Teams are cross-functional and interdisciplinary in nature. Teams will be prioritized based on the strategic initiatives of the organization, with regard to high risk, high volume and urgency. These teams are larger in scope than non-chartered efforts that are focused in one or two departments. A facilitator and team leader will be assigned to chartered teams. The decision to appoint a team or to implement hospital-wide recommended improvement activities is made according to the following priority criteria: 1. Function(s) affected (number and severity), 2. Dimension(s) of performance affected (number and perceived importance by customers), 3. Resources required for improvements and implement recommendations, 4. The Hospital’s mission, priorities, strategic plan, 5. Patient/Customer populations affected, and 6. Patient Safety Issues. Non-Chartered (CQI) Teams  Non-chartered teams are those teams which may be initiated at any time at the discretion of the Department Director. Interdisciplinary collaboration is encouraged. These teams may be interdepartmental or intradepartmental in composition. Summary reports on team activities are to be forwarded to the Quality Department as requested. Failure Mode Effect and Criticality Analysis (FMEA) and Root Cause Analysis (RCA) Teams  A FMEA team may be initiated under the direction of the Director of Quality at any time. FMEA teams conduct a proactive risk assessment and risk reduction Page 3 of 9 The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 36 of 55 SUBJECT: QUALITY MANAGEMENT PLAN REFERENCE: QM.001 PAGE: 4 DEPARTMENT: HOSPITALWIDE OF: 9 EFFECTIVE: 04/15 APPROVED BY: Chief Nursing Officer REVISED: 06/2016; 01/2017 analysis. These teams will use the FMEA method to identify and prevent process failures before they occur. The focus is on preventing errors, enhancing safety, and increasing customer satisfaction. The FMEA process may be incorporated into any chartered or non-charted team. Root Cause Analysis (RCA) Teams An RCA Team may be initiated by the Chief Nursing Officer and Director of Quality Management in response to a sentinel event, intensive analysis, or targeted study. Green Valley Hospital, designs new or modifies services, policies or procedures with quality in mind, including consideration of underlying systems, to maximize positive patient experience, promote positive clinical outcomes, and minimize risk to patients and staff. Performance expectations are identified. Performance measures may be developed internally or be adopted or adapted from measure sets used in existing databases, which will enable data collection and comparison between or among locations and organizations. The measures are the benchmarks or statistical measures to be used for comparison. Criteria used to define performance measures include:  The measure can identify the events it was intended to identify  The measure has a documented numerator and denominator statement of description of the population to which the measure is applicable;  The measure has defined data elements and allowable values;  The measure can detect changes in performance over time;  The measure allows for comparison over time within the organization or between the organization and other entities (this may require risk adjustment);  The data intended for collection are available; and  The results can be reported in a way that is useful to the organization and other interested stakeholders; PROCEDURE SCIENTIFIC METHODOLOGY FOR IMPROVEMENT ACTIVITIES  Chartered teams and non-chartered improvement efforts should utilize the continuous improvement model of PDCA (PLAN, DO, CHECK, ACT) process for their activities. Teams will be educated on the process at the time of their kickoff. DATA COLLECTION AND PRIORITIES Page 4 of 9 The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 37 of 55 SUBJECT: QUALITY MANAGEMENT PLAN REFERENCE: QM.001 PAGE: 5 DEPARTMENT: HOSPITALWIDE OF: 9 EFFECTIVE: 04/15 APPROVED BY: Chief Nursing Officer REVISED: 06/2016; 01/2017  Priorities identified by the organization’s leaders, include but may not be limited to those processes identified as: High –volume; High-risk; or Problem-prone.  Data is collected to monitor the stability of processes, identify opportunities for improvement, identify changes that will lead to improvement, and sustain improvement. Data collection is used to identify and prioritize improvement initiatives. In addition, collected data is use to: 1. Establish performance baseline; 2. Describe process performance and stability; 3. Describe dimensions of performance relevant to functions, processes and outcomes; 4. Identify areas for more focused data collection; and 5. Sustain improvement.  Relevant information from the following activities is integrated into the performance improvement and patient safety initiatives of the organization. This will occur in a manner consistent with any applicable hospital policies or procedures intended to preserve any confidentiality or privileged information established by applicable law. The scope of measurement and analysis activities that will be utilized for both prioritizing improvement efforts and ongoing measurement activities will include, but not be limited to the following: 1. Performance measures related to accreditation and other requirements; 2. Risk management; 3. Utilization management; 4. Quality control (i.e., lab, radiology, etc) 5. Efficacy of services provided through contract or written agreement 6. Patient, family and staff opinions, needs, perceptions of risks to patients, and suggestions for improving patient safety; 7. Staff willingness to report unanticipated adverse events; 8. Staff opinions and needs; 9. Patient Satisfaction; 10. Effectiveness of pain management; 11. Outcomes of processes and services; 12. Mortality Review 13. Performance measures from acceptable databases; 14. Customer demographics and diagnoses; 15. Financial data; 16. Infection control and surveillance reporting; 17. Environment of Care 18. The appropriateness and effectiveness of pain management; 19. Medication Management; Page 5 of 9 The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 38 of 55 SUBJECT: QUALITY MANAGEMENT PLAN REFERENCE: QM.001 PAGE: 6 DEPARTMENT: HOSPITALWIDE OF: 9 EFFECTIVE: 04/15 APPROVED BY: Chief Nursing Officer REVISED: 06/2016; 01/2017 20. Operative and other invasive, noninvasive procedures that place patients at risk 21. Use of blood and blood components; 22. Restraint/seclusion use; 23. Research; 24. Care or service to high-risk populations; 25. Outcomes related to resuscitations; 26. Staffing effectiveness; 27. Patient Flow; 28. Medical record documentation and delinquency rates; 29. Information management needs; and 30. Processes that involve risks or may result in sentinel events  Specific areas for further study are identified by considering the information provided by the data about the process stability, risks, sentinel events, and priorities as identified by management, MEC or other committees. The detail and frequency of data collection are determined, as appropriate for monitoring targeted areas of study. AGGREGATING AND ANALYZING DATA  Green Valley Hospital believes that excellent data management and assessment, including the use of statistical tools and techniques, are essential to an affective performance improvement initiative. Chartered Teams will include members with expertise in use of statistical process control or may utilize another "expert" identified. Performance improvement teams and activities must be data driven and outcome based.  The frequency with which data are aggregated will be determined as appropriate to the activity or area being studied.  Data and performance will be evaluated either by internal comparison over time, comparison with similar processes in other organizations and/or comparison to external sources. External sources are as current as possible and include; 1. Recent scientific, clinical, and management literature, including Sentinel Event Alert and Alerts for the Institute of Safe Medical Practices; 2. Well formulated practice guidelines and parameters; 3. Performance measures; 4. Reference databases; and 5. Standards that are periodically reviewed and revised.  Comparative data, as available and appropriate, will be used to determine if there is excessive variability or unacceptable levels of performance. Page 6 of 9 The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 39 of 55 SUBJECT: QUALITY MANAGEMENT PLAN REFERENCE: QM.001 PAGE: 7 DEPARTMENT: HOSPITALWIDE OF: 9 EFFECTIVE: 04/15 APPROVED BY: Chief Nursing Officer REVISED: 06/2016; 01/2017  Analysis will occur for those topics chosen by the leaders as performance improvement and patient safety priorities, and when an undesirable variation occurs which changes priorities. SENTINEL EVENTS AND INTENSIVE ANALYSIS  When it has been determined that there are substantial undesirable trends or variation in a process or hazardous conditions exist, an intensive analysis is initiated to determine where best to focus changes for improvements. An intensive analysis, including a root cause analysis, is initiated when comparisons show: 1. Levels of performance, patterns, or trends vary substantially and undesirably from those expected; 2. Performance varies substantially and undesirably from that of other organizations or from recognized standards; 3. A sentinel event has occurred.  Certain specific clinical events which always illicit an intensive analysis includes: 1. Confirmed transfusion reactions; 2. Serious adverse drug events; 3. Significant medication errors; 4. Hazardous conditions; 5. Staffing effectiveness issues; 6. Major discrepancies, or patterns of discrepancies, between pre-operative and postoperative (including pathologic) diagnosis, including those identified during the pathologic review of specimens removed during surgical or invasive procedures; and 7. Adverse events or patterns of adverse events during or associated with anesthesia/sedation use. 8. In addition, an intensive analysis should occur for processes as priorities for proactive reduction in patient risk. Intense analysis involves studying a process to learn in greater detail about how it is performed or how it operates, how it can malfunction, and how errors occur.  Changes are initiated as soon as possible to improve performance, improve patient safety and reduce the risk of sentinel events. USE OF INFORMATION & SUSTAINED IMPROVEMENT Page 7 of 9 The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 40 of 55 SUBJECT: QUALITY MANAGEMENT PLAN REFERENCE: QM.001 PAGE: 8 DEPARTMENT: HOSPITALWIDE OF: 9 EFFECTIVE: 04/15 APPROVED BY: Chief Nursing Officer REVISED: 06/2016; 01/2017  The organization will use information from data analysis to identify and implement changes that positively impact the quality of care, treatment, services, and patient safety, and promote risk reduction strategies. Changes made to improve processes or outcomes are evaluated to ensure that they achieve the expected results. Appropriate actions will be under taken when planned improvements are not achieved are sustained.  In order to sustain improvements that are initiated in the design of new processes or modification of existing processes, Green Valley Hospital, uses all necessary resources and staff to identify, plan and test changes. Staff education in the changes is a key aspect of this process. Performance measures are established prior to implementing changes in order to determine whether improvements are sustained. FAILURE MODE, EFFECT AND CRITICALITY ANALYSIS  The FMEA shall be proactive in nature and involve a high risk process and the Risk Manager will present information to the appropriate committee or committees, on possible processes to be considered from which to conduct an FMEA. Sources of possible processes are to include data available through statistics on sentinel events, publications and Sentinel Alerts, or other data that may be applicable to the identification of a process.  The FMEA will be conducted by an interdisciplinary team comprised of the Risk Manager and other members as determined to provide a level of expertise that will contribute to the completion of the FMEA. Once completed the FMEA team will report its findings to the appropriate committees for discussion and so that decisions can be made as to the types of follow up activity warranted based on the findings of the FMEA.  At least one interdisciplinary FMEA will be conducted on an annual basis. PATIENT SAFETY  The leadership of Green Valley Hospital encourages reporting of medical errors, adverse drug events, and potential adverse events as a means to assess, improve and provide a safe environment for patient care. The purpose of reporting occurrences is to review their causes and improve processes in order to minimize recurrence. Staff are encouraged to participate in the detection and reporting of occurrences and errors, the identification of the system-based causes of errors, and the facilitation of system enhancements to reduce the likelihood of errors. COMMITTEE STRUCTURE, DOCUMENTATION AND COMMUNICATION Page 8 of 9 The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 41 of 55 SUBJECT: QUALITY MANAGEMENT PLAN REFERENCE: QM.001 PAGE: 9 DEPARTMENT: HOSPITALWIDE OF: 9 EFFECTIVE: 04/15 APPROVED BY: Chief Nursing Officer REVISED: 06/2016; 01/2017  The committee structure supports performance improvement structure at Green Valley Hospital. Activities of these committees are documented in minutes or memos, which, when appropriate, document conclusions (data analysis), recommendations (improvement strategies), action (implementation of improvement activities or committee assignments), and follow-up (effectiveness of actions).  Mechanisms are in place for documenting and communicating performance improvement activities as follows: Staff meeting minutes, Leadership meeting minutes, Quality Committee minutes, Medical Staff Committee minutes, Board of Director’s minutes, E-mail, Sentinel Event Alert Response and Root Cause Analysis Forms, etc. CONFIDENTIALITY  All activities set forth in this Quality Management Plan, including any information collected by any medical staff committee, administrative committee, team, or hospital department in order to evaluate the quality of patient care, is to be held in the strictest confidence, and is to be carefully safeguarded against unauthorized disclosure. PERFORMANCE IMPROVEMENT EDUCATION  Employees receive education about Green Valley Hospital, Quality Management Plan at their initial orientation and ongoing thereafter, Medical Staff are educated during updates on Performance Improvement at Medical Staff meetings. REVIEW AND UPDATE  The Quality Management Plan is reviewed, updated, and approved at least annually by the Medical Executive Committee and the Board of Directors. The review considers the assessment of the adequacy of the allocation of human, information, physical, and financial resources in support of identified performance improvement priorities. Page 9 of 9 The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 42 of 55 EXHIBIT "3" Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 43 of 55 SUBJECT: PREVENTIVE ACTION REFERENCE: QM.008 PAGE: 1 DEPARTMENT: HOSPITALWIDE OF: 5 EFFECTIVE: 06/2016 APPROVED BY: Chief Nursing Officer REVISED: POLICY:  This policy shall define the actions taken to eliminate the cause of potential non-conformities in order to prevent their occurrence. It is also the policy and practice to identify potential non-conformities with patient safety and organizational performance, and take appropriate preventive action to avoid potential negative outcomes.  The purpose of this policy is to outline the responsibility and methods for determining: 1. Potential problems/issues of non-conformities and causation; 2. The need for action to prevent reoccurrences of problems; 3. Implement required actions; 4. Reporting the results of action(s) taken; and 5. Reviewing the effectiveness of the preventive action. DEFINITIONS: QMRC: Quality Management Review Committee (QRMC) is a review of data from a clinical perspective that highlights service line processes and outcomes within the organization, which turns this data into information through analysis and subsequent prioritization of action plans. Performance Improvement: is the improvement of processes the organization uses to generate its product/services. This is also a reference to performance activities completed to improve the end product produced by the organization. Preventive Maintenance (PM): is the routine calibration of clinical and non-clinical equipment to verify that the tools used to provide the organizations services are functioning within acceptable parameters. ISO: International Organization for Standardization developed in cooperation with the American Society for Quality. NIAHO: The National Integrated Accreditation for Healthcare Organizations standards for which the organization must demonstrate compliance. PDCA: The Plan-Do-Check-Act performance improvement methodology. The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 44 of 55 SUBJECT: PREVENTIVE ACTION REFERENCE: QM.008 PAGE: 2 DEPARTMENT: HOSPITALWIDE OF: 5 EFFECTIVE: 06/2016 APPROVED BY: Chief Nursing Officer REVISED: HFMEA: This is a healthcare failure mode effect analysis which is a proactive step-by-step review of a high risk/problem-prone procedure where each step of the process is reviewed to determine the step most likely to fail. Actions are then taken to prevent such failures from occurring in the future. HVA: This is a proactive hazard vulnerability analysis which includes a ranking of possible hazards in a clinical/non-clinical area. Once completed, an action plan is developed to reduce the risk of the most detrimental hazard from becoming a reality. RCA: This is a Root Cause Analysis which is a reactive step-by-step review following an adverse occurrence and/or Sentinel Event. During the course of this review preventive items/actions/steps may be identified wherein actions are taken to prevent such failures from occurring in the future. PROCEDURE:  When opportunities for improvement are identified they will be noted on the respective record as delineated in the table below. These include items with the potential for failure on an individual, department, as well as systematic level.  Depending on the input in the table below, the action, record maintenance, and follow-up will be executed as indicated. PREVENTIVE ACTION TABLE: POTENTIAL NON-RESPONSIBILTY ACTION RECORD FOLLOW UP CONFORMANCE Internal Audit Departmental Review of audits  Departmental Departmental Opportunities for Leadership for potential Dashboards leadership will be Improvement trends that may  QMRC responsible for precipitate poor  Internal Audit performing performance. Tool additional Once completed audits/measureme develop action nt to ensure plans to prevent success of the performance developed action failures. plan(s). The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 45 of 55 SUBJECT: PREVENTIVE ACTION REFERENCE: QM.008 PAGE: 3 DEPARTMENT: HOSPITALWIDE OF: 5 EFFECTIVE: 06/2016 APPROVED BY: Chief Nursing Officer REVISED: Clinical Monthly Quality/Risk Report trends and  QMRC and The Quality Operating Report(s) Management/potential Departmental Department shall be Departmental/preventive actions Dashboards responsible for Hospital Leadership/Trending follow-up with key stakeholders to Reports ensure that data monitoring and preventive action plans are completed. Hospital Leadership is ultimately responsible for ensuring preventive actions are completed. Alerts Departmental Facilities will  E-Mail Departmental  Internal Leadership assess their risk  Alert notices leadership will be  External and take  Meeting responsible for documented minutes monitoring/preventive action measuring to when the alert ensure notice is found to compliance/apply to the performance with facility. appropriate preventive action. Patient Department/Complaints will  HCAHPS Departmental Complaints and Hospital be tracked and Reports leadership will be Grievances Leadership trended and  Patient responsible for reviewed for Complaint monitoring/Risk potential Reports measuring to Management preventive action  Patient ensure Patient items. Once Surveys compliance/Experience identified, action  Incident performance with Representatives plans are Reports appropriate developed to  Meeting preventive action. prevent minutes performance failures. Preventive Facilities/The following will  PM Database Facilities/Bio-Maintenance occur:  Purchasing Medical The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 46 of 55 SUBJECT: PREVENTIVE ACTION REFERENCE: QM.008 PAGE: 4 DEPARTMENT: HOSPITALWIDE OF: 5 EFFECTIVE: 06/2016 APPROVED BY: Chief Nursing Officer REVISED: (PM) Engineering 1. Routine PM Reports Engineering will be Bio-Medical is done responsible for according to completion of calibration/monitoring and manufacture measurement to requirement verify calibration s standards and 2. Equipment prevent equipment found to be failures. defective will be repaired. 3. Records will be maintained of PM and repair. Near Misses Risk Near misses will  Incident Departmental Management generate an Report leadership will be incident report responsible for Departmental and action will monitoring/Leadership be taken to measuring to address the ensure proactively compliance/prevent the root performance with cause of the appropriate near miss from preventive action. reoccurring. Drills Departmental Fire and disaster  After Action Departmental Leadership drills will be Report leadership/Safety Safety Officer conducted with a Officer/Engineering Engineering/documented/Facilities will be Facilities critique. The responsible for critique will be performing reviewed for additional potential drills/measurement improvement to ensure success actions. of preventive actions identified in the after action critique. The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 47 of 55 SUBJECT: PREVENTIVE ACTION REFERENCE: QM.008 PAGE: 5 DEPARTMENT: HOSPITALWIDE OF: 5 EFFECTIVE: 06/2016 APPROVED BY: Chief Nursing Officer REVISED: RESOURCES: 1. The following resources are available to assist hospitals in developing preventive action plans. RESOURCES FACILITATOR ACTION/USE HFMEA  Risk Management Conduct a step-by-step risk  Quality Management assessment of a high risk,  Performance problem prone procedure and Improvement Teams take action to reduce high-risk, problem-prone steps. Hazard Vulnerability Analysis  Facility Management Conduct a step-by-step risk (HVA)  Safety/EOC Committee assessment of potential hazards and take action to reduce high-risk areas. PDCA  Risk Management Complete for identified preventive  Quality Management actions.  Performance Improvement Teams IHI Improvement Map  Quality Management Tool used to map out  Performance preventative initiatives. Improvement Teams  Tools Available On-line at IHI.org. REFERENCE: American Society for Quality (2008), American International Standard ANSI/ISO/ASQ Standard 9001:2008 8.5.3, (14) DNV Healthcare National Integrated Accreditation for Healthcare Organization Issue The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 48 of 55 EXHIBIT "4" Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 49 of 55 SUBJECT: CORRECTIVE ACTION REFERENCE: QM.009 PAGE: 1 DEPARTMENT: HOSPITALWIDE OF: 6 EFFECTIVE: 06/2016 APPROVED BY: Chief Nursing Officer REVISED: POLICY:  The purpose of this policy is to describe the process(es) used for determining the cause(s) of nonconformities, evaluating the need for action, implementing corrective action, when necessary, and reviewing the effectiveness of corrective action taken to ensure continual improvement of the quality management system.  This policy outlines responsibilities and methods for: 1. Identifying and reviewing nonconformities related to all services, including patient/customer complaints. 2. Determining the causes of nonconformities. 3. Evaluating the need for action to ensure nonconformities do not recur a. Some occurrences may not require action however; monitoring and evaluation may be needed to ensure that the nonconformity does not reoccur. 4. Determining and implementing action needed. 5. Recording the results of actions taken. 6. Reviewing the effectiveness of the corrective action taken. 7. Corrections and corrective actions are taken without undue delay to eliminate detected nonconformities and their causes. 8. Correction and corrective action should be taken when planned results are not achieved. DEFINITIONS: Correction: an action taken to eliminate a detected nonconformity at the point of identification and/or at the time the nonconformity is identified (i.e., patient complaint). Corrective Action: an action taken to determine and eliminate the cause of a detected nonconformity or other undesirable situation. Corrective actions may require further root cause/critical events analysis to determine the cause. Once action is taken, monitoring may be required to determine if the corrective action, that has been implemented, is sustained. Nonconformance: a service provided to a patient that does not conform to specified requirements, standards, and is identified and controlled to prevent its unintended recurrence, use, or delivery. The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 50 of 55 SUBJECT: CORRECTIVE ACTION REFERENCE: QM.009 PAGE: 2 DEPARTMENT: HOSPITALWIDE OF: 6 EFFECTIVE: 06/2016 APPROVED BY: Chief Nursing Officer REVISED: PROCEDURE:  When "non-conformances" or "opportunities for improvement" are identified they will be noted on the respective record as delineated in the table below. These include individual or specific problems as well as the identification of systematic problems.  Actions taken to immediately correct a situation will be recorded and verified at the point of "correction".  The cause of nonconformities shall be determined using the tools and policies referred to in the Corrective Action Table below. CORRECTIVE ACTION TABLE: Problem/Issue Responsibility Determining Record Follow-up Identification Causation/Action Sentinel Events Risk Management Determine the Incident The Risk/Quality Quality Management underlying cause of Report(s) Department shall be a Sentinel Event by responsible for completing a Root RCA Tools coordinating the RCA Cause Analysis and following-up with (RCA), with Plan of key stakeholders to corresponding Correction ensure the Plan of corrective actions Correction and data taken and monitoring are monitoring the completed. effectiveness of actions taken. The effectiveness of the corrective actions See policy – taken, when QM.003 Sentinel necessary, shall be Event and QM.004 monitored by the Risk Incident Reporting Manager/Quality Management Director/Department Director, as applicable. Major Injuries Risk Management Follow the Incident The Risk guidelines for Report(s) Management Investigating a Department shall be Potentially responsible for Compensable coordinating the Events to investigation into the The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 51 of 55 SUBJECT: CORRECTIVE ACTION REFERENCE: QM.009 PAGE: 3 DEPARTMENT: HOSPITALWIDE OF: 6 EFFECTIVE: 06/2016 APPROVED BY: Chief Nursing Officer REVISED: Problem/Issue Responsibility Determining Record Follow-up Identification Causation/Action determining the cause of a major cause of a major injury, and following-injury. Investigating up with key the cause of a major stakeholders to injury may result in ensure the Plan of performing an RCA/Correction and data Critical Events monitoring are Analysis, as completed. described above. The effectiveness of See policy-the corrective actions QM.002 Risk taken, when Management necessary, shall be monitored by the Risk Manager/Department Director, as applicable. Grievances Risk Management/Follow the Complaint and The Risk/Patient Patient Experience/grievances Grievance Log Experience/Patient Patient Relations management Relations Advocate/Advocate process to Department Director/Department Director investigate the are responsible for cause of a following-up with key patient/family stakeholders to grievance. resolve the patient/family See policy – grievance. HW.017 Patient Grievance Process The effectiveness of the corrective actions taken, when necessary, shall be monitored by the Risk Manager/Patient Experience/Patient Relations Advocate/Department Director, as applicable. Internal Audit--Quality Management Follow the Internal Audit Tools The Quality Non Audit policy to Management The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 52 of 55 SUBJECT: CORRECTIVE ACTION REFERENCE: QM.009 PAGE: 4 DEPARTMENT: HOSPITALWIDE OF: 6 EFFECTIVE: 06/2016 APPROVED BY: Chief Nursing Officer REVISED: Problem/Issue Responsibility Determining Record Follow-up Identification Causation/Action Conformance determine the cause Department shall be of a responsible for nonconformance following-up with key identified during an stakeholders to Internal Audit. ensure that the Nonconformities Internal Audit identified during an Corrective Action Internal Audit may Report and require corrective Corrective Action action and the use Tracking Tool are of the Corrective completed, as Action applicable. Report/Tracking Tool. Depending on The effectiveness of the type of the corrective actions nonconformances taken, when identified, a necessary, shall be correction may be monitored by the made at the time of Quality Management the Internal Audit. Director/Department However; some Director, as corrections that are applicable. identified across multiple Internal Audits, for the same nonconformance, may reveal a trend, which may require corrective action to be taken using the Corrective Action Reporting/Tracking tools. See policy – QM.005 Internal Audit External Surveys Hospital Leadership, Determine the cause The Quality/Risk Quality/Risk, of nonconformities Department shall be Department Directors found during an State/Federal/responsible for external survey Regulatory following-up with key The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 53 of 55 SUBJECT: CORRECTIVE ACTION REFERENCE: QM.009 PAGE: 5 DEPARTMENT: HOSPITALWIDE OF: 6 EFFECTIVE: 06/2016 APPROVED BY: Chief Nursing Officer REVISED: Problem/Issue Responsibility Determining Record Follow-up Identification Causation/Action using the tools Corrective stakeholders to identified within this Action Form(s) ensure the Plan of policy (i.e., PDCA, Correction and data RCA, and Internal monitoring are Audits). Corrective completed and actions will be taken reported timely. based upon the external survey The effectiveness of requirements and the corrective actions the nonconformities taken, when identified during the necessary, shall be external survey monitored by the process. Quality Management Director/Department Director, as applicable. Quality Quality/Risk Nonconformities QMRC Meeting The Quality Management Management/identified during the Minutes Department shall be Review Departmental/Hospital QMRC may require responsible for Committee Leadership corrective action follow-up with key (QMRC) and/or the stakeholders to implementation of a ensure that data corrective action monitoring and plan. Determining corrective action the cause of plans are completed. nonconformities Hospital Leadership found during the is ultimately QMRC may require responsible for utilizing the tools ensuring corrective identified within this actions are policy (i.e., PDCA, completed. RCA, and Internal Audits). Corrective The effectiveness of actions will be taken the corrective actions based upon the taken, when nonconformities necessary, shall be identified during the monitored by the QMRC process. Quality Management Director/Department Report trends and Director, as corrective actions. applicable. The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 54 of 55 SUBJECT: CORRECTIVE ACTION REFERENCE: QM.009 PAGE: 6 DEPARTMENT: HOSPITALWIDE OF: 6 EFFECTIVE: 06/2016 APPROVED BY: Chief Nursing Officer REVISED: RESOURCES:  The following resources are available to assist hospitals in determining the cause of a nonconformity and developing appropriate corrective actions. RESOURCES FACILITATOR ACTION/USE PDCA  Risk Management Complete for identified corrective  Quality Management actions.  Performance Improvement Team(s) Root Cause Analysis (RCA)  Risk Management Root Cause Analysis process is  Quality Management completed after a sentinel event, serious injury or near miss. External Resources:  Risk Management External healthcare quality  IHI.org  Quality Management partners have various tools and  The Advisory Board  Performance resources available to assist in Improvement Team(s) providing best practices, reference, structured methodologies for improvement, and bibliographic and peer reviewed references. REFERENCES: American Society for Quality (2008), American International Standard ANSI/ISO/ASQ(E) Q9001-2008 8.5.2 (14) DNV Healthcare National Integrated Accreditation For Healthcare Organizations The electronic version of this policy is considered to be the controlled version. Printed copies are considered uncontrolled documents. Before using a printed copy, verify that it is the current version. Case 4:17-bk-03351-SHG Doc 2 Filed 04/03/17 Entered 04/03/17 16:27:01 Desc Main Document Page 55 of 55

Notice of Lodging Proposed Order Approving Second Interim Application for Compensation and Reimbursemnet of Expenses for Patient Care Ombudsman filed by SUSAN N. GOODMAN of MESCH, CLARK & ROTHSCHILD, PC on behalf of SUSAN N. GOODMAN (related document(s) {{256}} Application for Attorney or Other Professional Compensation, {{257}} Notice of Bar Date, {{299}} Certificate of Service and No Objections).

1 2 3 4 5 6 7 8 UNITED STATES BANKRUPTCY COURT 9 DISTRICT OF ARIZONA 10 In re: Chapter 11 11 GV HOSPITAL MANAGEMENT, LLC, No.: 4:17-bk-03351-SHG 12 (EIN: 46-5098773) No.: 4:17-bk-03353-SHG No.: 4:17-bk-03354-SHG 13 GREEN VALLEY HOSPITAL, LLC (Jointly Administered) (EIN: 45-4006710) 14 GV II HOLDINGS, LLC, ORDER APPROVING SECOND 15 (EIN: 46-1495917) INTERIM APPLICATION FOR Debtors. COMPENSATION AND 16 REIMBURSEMENT OF EXPENSES Address: 4455 S. I-19 Frontage Rd., 17 Green Valley, AZ 85622 FOR PATIENT CARE OMBUDSMAN 18 19 This Filing Applies to: 20 All Debtors Specified Debtor(s) 21 22 The Court having considered the Second Interim Application for Compensation and 23 Reimbursement of Expenses for Patient Care Ombudsman (the "Application") for the 24 period June 1, 2017 through June 30, 2017 (the "Application Period"); and it appearing to 25 the Court that (a) the compensation and expense reimbursement sought are reasonable and 26 necessary; (b) notice of the Application was sufficient, appropriate, and in accordance with Case 4:17-bk-03351-SHG Doc 300 Filed 08/04/17 Entered 08/04/17 14:20:32 Desc Main Document Page 1 of 2 1 the Local Bankruptcy Rules of this District and the Federal Rules of Bankruptcy Procedure; 2 (c) no objections or responsive pleadings having been filed; and, (d) good cause exists to 3 grant the Application; 4 IT IS HEREBY ORDERED that 5 1. The Application is APPROVED; 6 2. The Applicant is allowed and awarded fees in the amount of $1,831.00 (the 7 "Award") for services rendered during the Application Period; and 8 3. The Debtors are authorized and directed to promptly pay to the Ombudsman 9 the Award amount of $1,831.00 for services rendered during the Application Period. 10 DATED AND SIGNED ABOVE. 11 12 24G4441.DOCX 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Case 4:17-bk-03351-SHG Doc 300 Filed 08/04/17 2 Entered 08/04/17 14:20:32 Desc Main Document Page 2 of 2

Motion to Shorten Time MOTION TO REDUCE NOTICE PERIODS FOR: (1) FILING OBJECTIONS TO AMENDED PLAN; AND (2) INITIAL CONFIRMATION HEARING filed by S. CARY FORRESTER of FORRESTER & WORTH, PLLC on behalf of GV HOSPITAL MANAGEMENT, LLC (related document(s) {{286}} Amended Chapter 11 Plan). (FORRESTER, S.)

1 S. Cary Forrester (#006342) Steven D. Jerome (#018420) John R. Worth (#012950) Jonathan Saffer (#022004) 2 FORRESTER & WORTH, PLLC Jill H. Perrella (#026270) 3636 N. Central Ave., Ste. 700 SNELL & WILMER L.L.P. 3 Phoenix, Arizona 85012 One Arizona Center Telephone: 602.258.2729 400 E. Van Buren St., Ste. 1900 4 Facsimile: 602.271.4300 Phoenix, Arizona 85004-2202 E-Mail: scf@forresterandworth.com Telephone: 602.382.6000 5 jrw@forresterandworth.com Facsimile: 602.382.6070 Attorneys for the Debtors E-Mail: sjerome@swlaw.com 6 jmsaffer@swlaw.com jperrella@swlaw.com 7 Attorneys for Green Valley Medical Investments, LLLP 8 IN THE UNITED STATES BANKRUPTCY COURT 9 FOR THE DISTRICT OF ARIZONA 10 In re: Proceedings Under Chapter 11 11 GV HOSPITAL MANAGEMENT, LLC, Case No. 4:17-bk-03351-SHG 12 Debtor. Case No. 4:17-bk-03353-SHG Case No. 4:17-bk-03354-SHG 13 In re: GREEN VALLEY HOSPITAL, LLC, (Jointly Administered) 14 Debtor. 15 In re: MOTION TO REDUCE NOTICE PERIODS FOR: 16 GV II HOLDINGS, LLC, Debtor. (1) FILING OBJECTIONS TO 17 AMENDED PLAN; AND THIS FILING APPLIES TO: 18 ☒ ALL DEBTORS (2) INITIAL CONFIRMATION HEARING 19 ☐ GREEN VALLEY HOSPITAL, LLC ☐ GV HOSPITAL MANAGEMENT, LLC Hearing Date: TBD 20 Hearing Time: TBD ☐ GVII HOLDINGS, LLC 21 Location: Courtroom No. 329 22 Video conference available in Phoenix Courtroom 301 23 24 Pursuant to Rules 3017 and 9006(c), Fed. R. Bankr. P., and Local Bankruptcy Rule 25 9013-1(h), Debtors and co-proponent Green Valley Medical Investments, LLLP ("GVMI" 26 Case 4:17-bk-03351-SHG Doc 303 Filed 08/07/17 Entered 08/07/17 16:05:36 Desc Main Document Page 1 of 6 1 and, together with Debtors, the "Plan Proponents") hereby move the Court to: (1) shorten 2 the notice period for filing objections to their First Amended Joint Plan of Liquidation Dated 3 July 31, 2017 [Dkt. No. 286] (the "Amended Plan") by nine days; and (2) shorten the notice 4 period for the initial confirmation hearing by three days. Shortening these notice periods is 5 essential because the DIP lender has notified Debtors that they are in covenant default under 6 the DIP Credit Agreement, and because Debtors anticipate running out of cash in early 7 October if they do not have access to exit financing. 8 This Motion is supported by the following Memorandum of Points and Authorities 9 and the entire record in these jointly-administered cases. 10 MEMORANDUM OF POINTS AND AUTHORITIES 11 I. BACKGROUND 12 1. Debtors filed voluntary petitions initiating these cases on April 3, 2017. 13 2. On May 1, 2017, the Court entered its final order approving a post-petition 14 DIP credit facility of up to $20,000,000 (the "DIP Loan") from Lateral SMA Agent, LLC 15 ("Lateral"), and granting Lateral certain liens and superpriority claims pursuant to 11 16 U.S.C. § 364. See Dkt. No. 115 (the "DIP Order"). Among other things, the DIP Order 17 vacates the automatic stay to the extent necessary to implement and effectuate the terms of 18 the DIP Loan and the DIP Order, and authorizes Lateral to exercise its rights and remedies 19 upon the occurrence of an event of default under the DIP Loan documents, after three days’ 20 notice to Debtors and other interested parties. 21 3. On June 15, 2017, the Plan Proponents filed their Joint Plan of Liquidation 22 Dated June 15, 2017 [Dkt. No. 201] (the "Plan") and Disclosure Statement in Support of 23 Debtors’ and GVMI’s Joint Plan of Liquidation Dated June 15, 2017 [Dkt. No. 202] (the 24 "Disclosure Statement"). 25 26 Case 4:17-bk-03351-SHG-2-Entered 08/07/17 16:05:36 Doc 303 Filed 08/07/17 Desc Main Document Page 2 of 6 1 4. The initial hearing on the Disclosure Statement was held on July 26, 2017. 2 See Dkt. No. 288. At that time, the Plan Proponents stated that they would file an amended 3 plan and disclosure statement by July 31, 2017. Id. 4 5. On July 31, 2017, the Plan Proponents filed the Amended Plan and their 5 Disclosure Statement in Support of Debtors’ and GVMI’s First Amended Joint Plan of 6 Liquidation Dated July 31, 2017 [Dkt. No. 287] (the "Amended Disclosure Statement"). 7 6. The Amended Plan provides, among other things, that upon the Effective 8 Date, substantially all of Debtors’ assets will be sold to a newly formed entity, Newco, 9 which will use exit financing to pay off the DIP Loan. 10 7. A hearing on approval of the Amended Disclosure Statement is set for August 11 15, 2017 at 3:00 p.m., with a possible continuance to August 16, 2017 at 10:00 a.m. See 12 Dkt. No. 290. Objections to the Amended Disclosure Statement are due by 5:00 p.m. on 13 August 10, 2017. Id. 14 8. On August 1, 2017, Lateral served a Reservation of Rights letter on Debtors, 15 stating that they are in default under the DIP Loan documents due to their failure to meet 16 certain financial covenants. 1 As a result, Debtors do not expect to be able to access 17 sufficient liquidity under the DIP Loan to fund ongoing operations beyond September 2017. 18 9. Even if Lateral does not exercise further remedies, the Debtors estimate they 19 will run out of cash in early October if the Amended Plan is not confirmed, and the exit loan 20 funded, prior to that time. 21 II. ARGUMENT 22 Fed. R. Bankr. P. 3017(c) provides that, upon approval of a disclosure statement, the 23 court "shall fix a time within which the holders of claims and interests may accept or reject 24 25 1 The Debtors appreciate both that Lateral has not yet declared a default and that it has expressed a willingness to work with them to resolve this matter. However, having taken the 26 position that a default has occurred, Lateral may provide the three-day notice at any time. Case 4:17-bk-03351-SHG-3-Entered 08/07/17 16:05:36 Doc 303 Filed 08/07/17 Desc Main Document Page 3 of 6 1 the plan and may fix a date for the hearing on confirmation." Rule 3017(d) sets forth the 2 requirements for, among other things, transmittal of the plan and disclosure statement to 3 creditors, equity holders, and parties in interest, along with notice of (i) the deadline to 4 accept or reject the plan, (ii) the deadline to object to confirmation, and (iii) the date and 5 time of the initial confirmation hearing. Rule 2002(b) requires 28 days’ notice by mail of 6 the deadline for objections and the time and place of the confirmation hearing. Finally, Rule 7 9006(c)(1) provides that, with limited exceptions, "when an act is required or allowed to be 8 done at or within a specified time by these rules or by a notice given thereunder or by order 9 of court, the court for cause shown may in its discretion with or without motion or notice 10 order the period reduced." Rule 9006(c)(2) specifies certain notice periods that may not be 11 reduced, but does not mention the notice periods for objecting to Chapter 11 plans or for the 12 confirmation hearing. 13 "[M]otions for material reductions in the notice period are routinely granted by 14 bankruptcy courts." In re Hester, 899 F.2d 361, 364 n. 3 (5th Cir. 1990) (abrogated on other 15 grounds). In exercising its discretion under Rule 9006(c), a court should consider the 16 prejudice to parties entitled to notice and weigh this against the reasons for shortening 17 notice. In re Philadelphia Newspapers, LLC, 690 F.3d 161, 171 (3d Cir. 2012). Here, the 18 prejudice that might be suffered as a result of the slight reduction of the notice periods is far 19 outweighed by the compelling reasons for shortening them. If the Amended Plan is not 20 confirmed by October, Debtors will run out of cash and Lateral will be in position to 21 foreclose. If that happens, only the secured creditors will receive any significant return on 22 their claims, and unsecured creditors will receive little or nothing. Therefore, cause exists 23 under Rule 9006(c) to shorten the notice period for the confirmation hearing by three days, 24 from 28 to 25 days, and to shorten the deadline for plan objections by nine days, from 28 25 days to 19 days. 26 Case 4:17-bk-03351-SHG-4-Entered 08/07/17 16:05:36 Doc 303 Filed 08/07/17 Desc Main Document Page 4 of 6 1 III. PROPOSED SCHEDULE 2 Assuming that the Amended Disclosure Statement is approved by the Court on 3 August 15th or 16th, 2017 (as-is or with minor modifications), the Plan Proponents propose 4 the following schedule for solicitation of acceptances and confirmation of the Amended 5 Plan: 6 A. The Plan Proponents will transmit the Amended Plan, Amended Disclosure 7 Statement, and other documents required by Rule 3017(d), to all applicable 8 parties by August 18, 2017; 9 B. The deadline for filing objections to the Amended Plan and returning ballots 10 will be September 6, 2017; 11 C. The initial, non-evidentiary confirmation hearing will be held on September 12 12, 2017 at 3:00 p.m., when other hearings in these cases are already set; 13 D. The ballot report will be filed on or before September 9, 2017. 14 E. The final, evidentiary hearing on plan confirmation will begin sometime 15 during the week of September 18, 2017, and conclude on or before September 16 29, 2017. 17 CONCLUSION 18 WHEREFORE, based on the foregoing, the Plan Proponents respectfully request that 19 the Court enter its order: (1) adopting the foregoing schedule for solicitation of acceptances 20 and confirmation of the Amended Plan; (2) reducing the notice period for filing objections 21 to the Amended Plan by nine days; (3) reducing the notice period for the initial confirmation 22 hearing by three days; and (4) granting such other and further relief as it deems just and 23 proper under the circumstances. A proposed order granting this Motion has been lodged 24 concurrently herewith (see separate Notice of Lodging). 25 DATED August 7, 2017. 26 Case 4:17-bk-03351-SHG-5-Entered 08/07/17 16:05:36 Doc 303 Filed 08/07/17 Desc Main Document Page 5 of 6 1 SNELL & WILMER L.L.P. 2 3 By:/s/Jill H. Perrella Steven D. Jerome 4 Jonathan M. Saffer Jill H. Perrella 5 One Arizona Center Phoenix, Arizona 85004-2202 6 Attorneys for GVMI 7 FORRESTER & WORTH, PLLC 8 9 By:/s/S. Cary Forrester 10 S. Cary Forrester John R. Worth 11 3636 North Central Avenue, Suite 700 Phoenix, Arizona 85012 12 Attorneys for Debtors 13 14 15 COPY of the foregoing mailed or emailed 16 on August 7, 2017, to all those on the Official Service List [DE 279]: 17 18/s/Matthew D. Burns ____________ Matthew D. Burns 19 20 21 22 23 24 25 26 Case 4:17-bk-03351-SHG-6-Entered 08/07/17 16:05:36 Doc 303 Filed 08/07/17 Desc Main Document Page 6 of 6

Application for Attorney or Other Professional Compensation Regarding Patient Care Ombudsman's Third Fee Application filed by SUSAN N. GOODMAN of MESCH, CLARK & ROTHSCHILD, PC on behalf of SUSAN N. GOODMAN.

1 MESCH CLARK ROTHSCHILD 259 North Meyer Avenue 2 Tucson, Arizona 85701 3 Phone: (520) 624-8886 Fax: (520) 798-1037 4 Email: sgoodman@mcrazlaw.com 5 By: Susan N. Goodman, #019483 42062-0001/do 6 Patient Care Ombudsman 7 UNITED STATES BANKRUPTCY COURT 8 DISTRICT OF ARIZONA 9 In re: Chapter 11 10 GV HOSPITAL MANAGEMENT, LLC, No.: 4:17-bk-03351-SHG (EIN: 46-5098773) No.: 4:17-bk-03353-SHG 11 No.: 4:17-bk-03354-SHG GREEN VALLEY HOSPITAL, LLC (Jointly Administered) 12 (EIN: 45-4006710) 13 THIRD INTERIM APPLICATION FOR GV II HOLDINGS, LLC, COMPENSATION AND 14 (EIN: 46-1495917) REIMBURSEMENT OF EXPENSES Debtors. FOR PATIENT CARE OMBUDSMAN 15 Address: 4455 S. I-19 Frontage Rd., 16 Green Valley, AZ 85622 17 This Filing Applies to: 18 All Debtors Specified Debtor(s) 19 20 Fee Application: Third Interim 21 Applicant: Susan N. Goodman, RN JD 22 Time Period: July 1-31, 2017 1 Total Fees This Application 23 $8,031.00 Total Expenses This Application: $9.80 24 Amount Received to Date: $13,049.87 (per Order at DE #265) 25 Total Amount of Request: $8,040.80 26 1 Patient Care Ombudsman’s ("PCO") duties all classify under general case administration. Case 4:17-bk-03351-SHG Doc 304 Filed 08/07/17 Entered 08/07/17 16:07:51 Desc Main Document Page 1 of 11 1 Susan N. Goodman, as the Court appointed Patient Care Ombudsman ("Applicant" or 2 "PCO"), comes now and submits this Third Interim Application for Compensation and 3 Reimbursement of Expenses for Patient Care Ombudsman (the "Application") for the period July 4 1, 2017 through July 31, 2017 (the "Application Period"). 5 JURISDICTION AND VENUE 6 1. This Court has jurisdiction of this Chapter 11 proceeding pursuant to 28 U.S.C. §§ 7 157 and 1334. This matter constitutes a core proceeding pursuant to 28 U.S.C. § 157(b)(2). 8 2. Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. 9 3. The statutory predicates for the relief requested in this Application are Local Rule of 10 Bankruptcy Procedure 2016, Federal Rule of Bankruptcy Procedure 2016, and United States 11 Bankruptcy Code (the "Bankruptcy Code") §§ 105, 330, 331, 503(b), and 507(a)(2). 12 BACKGROUND 13 1. On April 3, 2017, (the "Petition Date") the Debtors filed its’ voluntary petitions for 14 relief under Chapter 11 of the Bankruptcy code. 15 2. Since the Petition Date, Debtors continued to operate its health care businesses and 16 possess its properties as debtors in possession in accordance with Bankruptcy Code §§ 1107 and 17 1108. 18 3. On April 13, 2017, the United States Trustee (the "U.S. Trustee") filed her Ex-Parte 19 Motion to Approve the Agreed Appointment of Patient Care Ombudsman (the "PCO Motion") [DE 20 #72]. 21 4. On April 14, 2017, the Court approved the Stipulated and Agreed Order Directing 22 United States Trustee to Select for Appointment of a Patient Care Ombudsman (the "Agreed 23 Order") [DE #82]. 24 5. On April 14, 2017, the Court entered the Order Approving Appointment of Susan 25 Goodman as Patient Care Ombudsman (the "Appointment Order") [DE #83]. 26 Case 4:17-bk-03351-SHG Doc 304 Filed 08/07/17 2 Entered 08/07/17 16:07:51 Desc Main Document Page 2 of 11 1 RELIEF REQUESTED 2 1. This Application seeks entry of an order from this Court as follows: 3 a. approving interim compensation for the PCO’s fees in the amount of 4 $8,031.00, expenses in the amount of $9.80, for a total interim award of 5 $8,040.80 for services rendered during the Application Period; 6 b. authorizing and directing Debtor to pay approved fees; and, 7 c. authorizing other such further relief as may be just or proper under the 8 circumstances. 9 BASIS FOR RELIEF 10 A. Statutory Framework & Related Case Law 11 1. United States Bankruptcy Code § 330(a)(3)-(4)(A) provides an analytical framework 12 to evaluate the reasonableness of professional fees and expenses. The court considers the nature, 13 extent, and value of the services rendered relative to: (1) the time spent, (2) the rates charged, (3) 14 whether the services were necessary or provided a benefit to the estate, (4) the time spent relative to 15 the complexity and nature of the task addressed, (5) whether the professional demonstrated skill and 16 expertise, (6) whether the professional fee is comparatively reasonable, and (7) whether the fee 17 avoids unnecessary duplication and/or waste. 18 2. If the professional fee requested fails this analysis, the court may reduce the amount 19 of compensation awarded. 20 3. The Eighth Circuit has utilized the "lodestar" approach to determine if compensation 21 is reasonable, a calculation arrived through multiplying "the reasonable hourly rate by the 22 reasonable number of hours required." In re Next Generation Media, Inc., 524 B.R. 824, 827, 60 23 Bankr. Ct. Dec. 153 (Bankr. D. Minn. 2015) citing Bachman v. Laughlin (In re McKeeman), 236 24 B.R. 667, 671 (B.A.P. 8th Cir. 1999). 25 26 Case 4:17-bk-03351-SHG Doc 304 Filed 08/07/17 3 Entered 08/07/17 16:07:51 Desc Main Document Page 3 of 11 1 B. PCO’s Requested Compensation and Reimbursement are Reasonable and Allowable 2 1. PCO worked 22.2 hours engaged in quality monitoring, site follow-up, performance 3 of a second site visit, and docket review of items relevant to the PCO role. PCO administrative staff 4 billed for 1.8 hours supporting these activities. 5 2. PCO’s hourly rate of $350.00 per hour compares favorably to other professionals in 6 this field. Moreover, PCO is able to function independently because she is a registered nurse, has 7 health care operations experience, and is a health law attorney – providing significant economy to 8 the Estate as a single professional who can evaluate the Debtors’ patient care operation and 9 draft/file pleadings without engagement of local counsel. The hourly rate for firm administrative 10 assistance also compares favorably at $145.00 per hour. 11 3. The PCO provided a vital and necessary service to the Debtors with effective and 12 ongoing oversight of the standard of patient care provided by the Debtors at minimal cost to the 13 Estate. Accordingly, PCO requests this Court enter a final order allowing and authorizing payment 14 of the PCO’s interim fees and expenses totaling $8,040.80. 15 4. PCO has not shared or agreed to share compensation or reimbursement awarded in 16 this case with any other person or entity. 17 5. No agreement or understanding exists between PCO and any other person for 18 division of compensation. 19 6. PCO has not entered into any agreement prohibited by U.S.C. Title 18 §155. 20 7. PCO’s compensation and expense reimbursement requested are billed at rates, in 21 accordance with practices no less favorable than those customarily employed by PCO and generally 22 accepted by PCO’s clients. 23 CONCLUSION 24 WHEREFORE, PCO respectfully requests that this Court enter an order: 25 a. approving Ombudsman’s fees in the amount of $8,031.00, expenses of $9.80 26 Case 4:17-bk-03351-SHG Doc 304 Filed 08/07/17 4 Entered 08/07/17 16:07:51 Desc Main Document Page 4 of 11 1 for a total amount of $8,040.80 (the "Award") for services rendered during the Application Period; 2 and 3 b. authorizing and directing Debtors to pay the Award amount for PCO services 4 rendered during the Application Period; and, 5 c. authorizing such other and further relief as the Court deems just and proper. 6 DATED: August 7, 2017. MESCH CLARK ROTHSCHILD 7 8 By:/s/Susan N. Goodman, #019483 Susan N. Goodman, RN JD 9 Patient Care Ombudsman 10 24I8664.DOCX 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Case 4:17-bk-03351-SHG Doc 304 Filed 08/07/17 5 Entered 08/07/17 16:07:51 Desc Main Document Page 5 of 11 EXHIBIT A Fee Statement Summary Case Name: Green Valley Hospital Case No: 17-03351 (consol.) 07/01/2017 to 7/31/2017 Cumulative Totals to Date FEES BILLED COSTS BILLED HOLDBACK FEES PAID COSTS PAID $22,901.50 $20.17 $0.00 $13,039.50 $10.37 Date: 8/7/2017 Objection Deadline: 8/31/2017 HOURS MO/YR PROFESSIONAL RATE/HR BILLED TOTAL HOLDBACK AMT DUE Jul-17 SUSAN N. GOODMAN $350.00 22.2 $7,770.00 $0.00 $7,770.00 Jul-17 DANIELLE OESTERLE $145.00 1.8 $261.00 $0.00 $261.00 TOTAL FEES $8,031.00 $0.00 $8,031.00 TOTAL COSTS $9.80 $0.00 $9.80 AMOUNT DUE $8,040.80 $0.00 $8,040.80 Case 4:17-bk-03351-SHG Doc 304 Filed 08/07/17 Entered 08/07/17 16:07:51 Desc Main Document Page 6 of 11 Exhibit B Case 4:17-bk-03351-SHG Doc 304 Filed 08/07/17 Entered 08/07/17 16:07:51 Desc Main Document Page 7 of 11 Phone: 520-624-8886 Fax: 520-798-1037 259 North Meyer Avenue, Tucson, AZ 85701-1090 Tax ID No. 86-0259262 August 2, 2017 Invoice No. 216581 GV Hospital Management, LLC Client: 42062-GV Hospital Management, LLC Matter: 0001-GVH Ombudsman For Services Rendered Through July 31, 2017 Total for Services 8,031.00 Total for Expenses 9.80 Total for Services and Expenses $8,040.80 Past Due Balance 14,880.87 Payments Since Last Bill-13,049.87 Amount Due $9,871.80 Payments received and/or disbursements made for your account which are not reflected on this bill will appear on the next bill. Case 4:17-bk-03351-SHG Doc 304 Filed 08/07/17 Entered 08/07/17 16:07:51 Desc Main Document Page 8 of 11 Mesch Clark Rothschild Client Ref: 42062-0001 August 2, 2017 Invoice No. 216581 Page 1 Label113 Re: 0001 GVH Ombudsman Professional Services Date Services Hours Amount 07/05/17 SNG Docket review and management for items relevant to 0.20 70.00 PCO role 07/07/17 DO Finalize PCO's Second 2015.1 Notice; email same 0.20 29.00 07/10/17 SNG Draft second fee statement pleading and exhibit B; 0.80 280.00 CFW DO re supporting pleadings needed 07/10/17 SNG Docket review for items relevant to PCO role, 0.50 175.00 skimming pleadings as needed 07/11/17 DO Draft Certificate of Service regarding Patient Care 0.20 29.00 Ombudsman's Second Fee Application 07/11/17 DO Draft Bar Date Notice for Patient Care Ombudsman's 0.20 29.00 Second Fee Application 07/11/17 DO Draft Lodged Order Approving Patient Care 0.20 29.00 Ombudsman's Second Fee Application 07/13/17 DO Draft Certificate of Service and No Objections 0.20 29.00 regarding Patient Care Ombudsman's Second Fee Application 07/13/17 DO Finalize Patient Care Ombudsman's Second Interim 0.60 87.00 Application, Bar Date Notice, and Certificate of Service; email and mail same. 07/13/17 SNG Final review and edit to second fee application 0.40 140.00 documents 07/13/17 SNG docket management and review for items related to 0.10 35.00 PCO role 07/18/17 SNG Review and analysis of quality and survey data 1.90 665.00 uploaded by DON in quality system; EML follow up for additional data 07/18/17 SNG Review additional dashboard data 0.50 175.00 07/19/17 SNG Site visit: 1/2 rate non working travel-to and from 1.00 350.00 07/19/17 SNG Site visit: OR; leadership; HR; IT; SPD/Materials; 10.40 3,640.00 Facilities; EVS; ED/2nd Floor/ICU/Cath Lab; HIM; Pharmacy; Security; Admitting; Pt. Experience; Case Mgmt; Bed Board; Physician and patient/family interviews in preparation for 2nd report 07/20/17 SNG docket review-UST and creditor plan objections 0.30 105.00 07/20/17 SNG follow up regarding PM documentation for radiology 0.40 140.00 Payments received and/or disbursements made for your account which are not reflected on this bill will appear on the next bill. Case 4:17-bk-03351-SHG Doc 304 Filed 08/07/17 Entered 08/07/17 16:07:51 Desc Main Document Page 9 of 11 Mesch Clark Rothschild Client Ref: 42062-0001 August 2, 2017 Invoice No. 216581 Page 2 Label113 Professional Services Date Services Hours Amount 07/21/17 SNG Draft Second PCO report; copy to DON for accuracy 4.50 1,575.00 review 07/24/17 DO Finalize Patient Care Ombudsman's Second Report, 0.20 29.00 email same. 07/24/17 SNG EML DON re correction edits; edits made; summary 0.40 140.00 changed; report finalized for filing 07/26/17 SNG Brief review of DE 269 for potential impact on PCO 0.30 105.00 engagement 07/28/17 SNG docket review regarding objection periods; follow up 0.30 105.00 Debtors and counsel re process PCO payment 07/31/17 SNG Follow up with GV AP regarding questions on 0.20 70.00 approved fees/expenses Summary of Services Rate Hours Amount SNG Susan N. Goodman 350.00 22.20 7,770.00 DO Danielle Oesterle 145.00 1.80 261.00 Total for Services 24.00 $8,031.00 Disbursements Date Expenses Amount Postage thru 07/31/17 9.80 Total Expenses $9.80 Total for Services and Expenses $8,040.80 Past Due Balance 14,880.87 Payments Since Last Bill-13,049.87 Amount Due $9,871.80 Payments received and/or disbursements made for your account which are not reflected on this bill will appear on the next bill. Case 4:17-bk-03351-SHG Doc 304 Filed 08/07/17 Entered 08/07/17 16:07:51 Desc Main Document Page 10 of 11 Please return this page with remittance to Mesch Clark Rothschild 259 N. Meyer Ave. Tucson, AZ 85701 Tucson, AZ 85701-1090 Invoice No. 216581 Bill Date: August 2, 2017 Client Code: 42062 Client Name: GV Hospital Management, LLC Matter Code: 0001 Matter Name: GVH Ombudsman Total for Services and Expenses $8,040.80 Past Due Balance 14,880.87 Payments Since Last Bill-13,049.87 Amount Due $9,871.80 Amount enclosed: ____________________________________ Pay by Credit Card Label148 VISA _____________________________________ Exp.Date:_____________ CVC: _________ MC _____________________________________ Exp.Date:_____________ CVC: _________ AMEX ____________________________________ Exp.Date:_____________ CVC: _________ Address & Zip Code of Card Holder: __________________________________________________ __________________________________________________ __________________________________________________ Signature: ____________________________________________ Must have the CVC numbers from the back of the VISA or MC or the four numbers on the front of the AMEX cards for processing. Thank you. Payments received and/or disbursements made for your account which are not reflected on this bill will appear on the next bill. Case 4:17-bk-03351-SHG Doc 304 Filed 08/07/17 Entered 08/07/17 16:07:51 Desc Main Document Page 11 of 11

Notice of Bar Date of Third Interim Application for Compensation and Reimbursement of Expenses for Patient Care Ombudsman filed by SUSAN N. GOODMAN of MESCH, CLARK & ROTHSCHILD, PC on behalf of SUSAN N. GOODMAN (related document(s) {{304}} Application for Attorney or Other Professional Compensation) Objections/Responses due by 8/31/2017.

1 MESCH CLARK ROTHSCHILD 2 259 North Meyer Avenue Tucson, Arizona 85701 3 Phone: (520) 624-8886 Fax: (520) 798-1037 4 Email: sgoodman@mcrazlaw.com 5 By: Susan N. Goodman, #019483 6 42062-0001/do Patient Care Ombudsman 7 8 UNITED STATES BANKRUPTCY COURT 9 DISTRICT OF ARIZONA 10 In re: Chapter 11 11 GV HOSPITAL MANAGEMENT, LLC, No.: 4:17-bk-03351-SHG (EIN: 46-5098773) No.: 4:17-bk-03353-SHG 12 No.: 4:17-bk-03354-SHG GREEN VALLEY HOSPITAL, LLC (Jointly Administered) 13 (EIN: 45-4006710) 14 GV II HOLDINGS, LLC, NOTICE OF THIRD INTERIM 15 (EIN: 46-1495917) APPLICATION FOR Debtors. COMPENSATION AND 16 REIMBURSEMENT OF EXPENSES Address: 4455 S. I-19 Frontage Rd., 17 Green Valley, AZ 85622 FOR PATIENT CARE OMBUDSMAN 18 19 This Filing Applies to: 20 All Debtors Specified Debtor(s) 21 22 NOTICE IS HEREBY GIVEN that Susan N. Goodman, the Patient Care 23 Ombudsman ("PCO") filed her Third Interim Application for Compensation and 24 Reimbursement of Expenses for Patient Care Ombudsman (the "Application") [DE #304] 25 seeking approval of compensation for the time period commencing July 1, 2017 through 26 July 31, 2017 in the total amount of $8,040.80. Case 4:17-bk-03351-SHG Doc 305 Filed 08/07/17 Entered 08/07/17 16:11:53 Desc Main Document Page 1 of 2 1 NOTICE IS FURTHER GIVEN that any written objections to the Application 2 must be filed with the Clerk of the United States Bankruptcy Court, 38 S. Scott Avenue, 3 Tucson, Arizona 85701, no later than August 31, 2017 and a copy served on the PCO: 4 SUSAN N. GOODMAN 5 MESCH CLARK ROTHSCHILD 259 NORTH MEYER AVENUE 6 TUCSON, ARIZONA 85701-1090 7 If a timely objection is filed, a hearing will be set to consider the objection. In the 8 event no timely objection is filed, an Order will be lodged with the Court approving the 9 Application described herein. 10 11 For additional information, the application is on file with the Clerk of the United States Bankruptcy Court, 38 S. Scott Avenue, Tucson, AZ or may be 12 accessed via the Court’s electronic docket at https://ecf.azb.uscourts.gov/. 13 DATED: August 7, 2017. MESCH CLARK ROTHSCHILD 14 15 By:/s/Susan N. Goodman, #019483 Susan N. Goodman, RN JD 16 Patient Care Ombudsman 17 24I8717.DOCX 18 19 20 21 22 23 24 25 26 Case 4:17-bk-03351-SHG Doc 305 Filed 08/07/17 2 Entered 08/07/17 16:11:53 Desc Main Document Page 2 of 2

Certificate of Service re Third Interim Application for Compensation and Reimbursement of Expenses for Patient Care Ombudsman filed by SUSAN N. GOODMAN of MESCH, CLARK & ROTHSCHILD, PC on behalf of SUSAN N. GOODMAN (related document(s) {{304}} Application for Attorney or Other Professional Compensation, {{305}} Notice of Bar Date).

1 MESCH CLARK ROTHSCHILD 2 259 North Meyer Avenue Tucson, Arizona 85701 3 Phone: (520) 624-8886 Fax: (520) 798-1037 4 Email: sgoodman@mcrazlaw.com 5 By: Susan N. Goodman, #019483 6 42062-0001/do Patient Care Ombudsman 7 8 UNITED STATES BANKRUPTCY COURT 9 DISTRICT OF ARIZONA 10 In re: Chapter 11 11 GV HOSPITAL MANAGEMENT, LLC, No.: 4:17-bk-03351-SHG (EIN: 46-5098773) No.: 4:17-bk-03353-SHG 12 No.: 4:17-bk-03354-SHG GREEN VALLEY HOSPITAL, LLC (Jointly Administered) 13 (EIN: 45-4006710) 14 GV II HOLDINGS, LLC, CERTIFICATE OF SERVICE 15 (EIN: 46-1495917) Debtors. 16 Address: 4455 S. I-19 Frontage Rd., 17 Green Valley, AZ 85622 18 This Filing Applies to: 19 All Debtors Specified Debtor(s) 20 21 I, Danielle Oesterle, in my capacity as legal assistant to Susan N. Goodman, the duly 22 appointed Patient Care Ombudsman in this matter, declare that on August 7, 2017, the Third 23 Interim Application for Compensation and Reimbursement of Expenses for Patient Care 24 Ombudsman [DE #304] and the Notice of Third Interim Application for Compensation and 25 Reimbursement of Expenses for Patient Care Ombudsman [DE #305] were served on those 26 parties (attached hereto as Exhibit A), as required by the Stipulated Order Pursuant to 11 Case 4:17-bk-03351-SHG Doc 306 Filed 08/07/17 Entered 08/07/17 17:13:16 Desc Main Document Page 1 of 5 1 U.S.C. §§331 and Local Rule 9013-1(k)(3) Establishing Procedures for Interim 2 Compensation and Reimbursement of Professional [DE #143]. 3 I certify under penalty of perjury that the foregoing statements are true and correct. 4 DATED: August 7, 2017. 5 6/s/Danielle Oesterle 7 Danielle Oesterle 8 24I8702.DOCX 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Case 4:17-bk-03351-SHG Doc 306 Filed 08/07/17 2 Entered 08/07/17 17:13:16 Desc Main Document Page 2 of 5 1 Exhibit A 2 S. Cary Forrester Larry L. Watson Forrester & Worth, PLLC Renee Sandler Shamblin 3 3636 N. Central Avenue, Suite 700 Office of the U.S. Trustee Phoenix, AZ 857012 230 N. First Avenue, Suite 204 4 scf@forresterandworth.com Phoenix, AZ 85003 Attorneys for Debtor larry.watson@usdoj.gov renee.s.shamblin@usdoj.gov 5 Attorneys for U.S. Trustee Susan M. Freeman Robert M. Charles, Jr. 6 Lewis Roca Rothgerber Christie LLP Lewis Roca Rothgerber Christie LLP 201 E. Washington Street, Suite 1200 One South Church Avenue, Suite 700 7 Phoenix, AZ 85004 Tucson, AZ 85701-1611 sfreeman@lrrc.com rcharles@lrrc.com 8 Attorneys for SQN Asset Finance Income Fund Ltd. Attorneys for SQN Asset Finance Income Fund Ltd. Robert A. Shull Kelly Singer 9 William Novotny Squire Patton Boggs LLP Dickinson Wright PLLC 1 E. Washington, Suite 2700 10 1850 N. Central Avenue, Suite 1400 Phoenix, AZ 85004-4498 Phoenix, AZ 85004 Kelly.singer@squirepb.com rshull@dickinsonwright.com Attorneys for Lateral U.S. Credit Opportunities 11 wnovotny@dickinsonwright.com Fund, L.P. Attorneys for Artenis Realty Capital Advisors, LLC 12 Samuel A.Newman Dean M. Dinner Genevieve G. Weiner Sacks Tierney, P.A. 13 Gibson, Dunn & Crutcher LLP 4250 N. Drinkwater Blvd., 4th Floor 333 S. Grand Avenue Scottsdale, AZ 85251-3693 14 Los Angeles, CA 90071-3197 Dean.Dinner@SacksTierney.com snewman@gibsondunn.com Attorneys for James R. McDowell and McDowell 15 gweiner@gibsondunn.com Enterprises Attorneys for Lateral U.S. Credit Opportunities 16 Fund, L.P. Steven D. Jerome Jonathan M. Saffer 17 Snell & Wilmer L.L.P. Jill H. Perrella One Arizona Center Snell & Wilmer L.L.P. 18 400 E. Van Buren St., Ste. 1900 1 S. Church Ave., Suite 1500 Phoenix, AZ 85004-2202 Tucson, AZ 85701-1630 sjerome@swlaw.com jmsaffer@swlaw.com 19 Attorneys for Green Valley Medical Investments, LLP jperrella@swlaw.com Attorneys for Green Valley Medical Investments, LLP 20 Julia L. Matter K. Kenneth Kotler Pima County’s Attorney’s Office, Law Offices of K. Kenneth Kotler 21 Civil Division 1901 Avenue of the Stars, Suite 1100 32 N. Stone Avenue, Suite 2100 Los Angeles, CA 90067 22 Tucson, AZ 85701 kotler@kenkotler.com julia.matter@pcao.pima.gov Attorneys for KAN-DI-KI, LLC dba Diagnostic 23 pcaocvbk@pcao.pima.gov Laboratories Attorneys for Pima County 24 25 26 Case 4:17-bk-03351-SHG Doc 306 Filed 08/07/17 3 Entered 08/07/17 17:13:16 Desc Main Document Page 3 of 5 Steven N. Berger Jody A. Corrales 1 Patrick A. Clisham DeConcini McDonald Yetwin & Lacy, P.C. Engelman Berger, P.C. 2525 E. Broadway Blvd., Suite 200 2 3636 N. Central Avenue, Suite 700 Tucson, AZ 85716-5300 Phoenix, AZ 85012 jcorrales@dmyl.com 3 snb@eblawyers.com Attorneys for Padmon, LLC pac@eblawyers.com 4 Attorneys for GVH Mexinvestors, LLC, Vantage FBA Daniel L. Poppe IRA, Ruben Araiza and Laura Esther Araiza 5 Alisa C. Lacey Michael R. Johnson 6 Anthony P. Cali Ray Quinney & Nebeker, P.C. Stinson Leonard Street LLP 36 S. State Street, Suite 1400 1850 N. Central Avenue, Suite 2100 Salt Lake City, Utah 84111 7 Phoenix, AZ 85004-4584 mjohnson@rqn.com Alisa.lacey@stinson.com Attorneys for Med One Capital Funding, LLC 8 Anthony.cali@stinson.com Attorneys for Cerner Corporation 9 Douglas J. Lipke Steven M. Cox Vedder Price Waterfall, Economidis, Caldwell, Hanshaw 10 222 N. LaSelle Street & Villamana, P.C. Chicago, IL 60601 5210 E. Williams Circle, Suite 800 11 dlipke@vedderprice.com Tucson, AZ 85711 Attorneys for SQN Asset Finance Income Fund Ltd. smcox@waterfallattorneys.com 12 Attorneys for Green Valley Domestic Water Improvement Jill M. Hulsizer AB Staffing Solutions, LLC 13 3451 S. Mercy Rd., Ste 102 Attn: Evan Burks Gilbert, AZ 85297 3451 S. Mercy Road, Suite 102 14 JHulsizer@ABstaffing.com Gilbert, AZ 85297 Attorneys for AB Staffing Solutions, LLC jhulsizer@abstaffing.com Counsel for Unsecured Creditors 15 Southern AZ Anesthesia Services PC Empire Southwest, LLC 16 Attn: David M. Joseph MD Attn: Stacey Kelly and John Helms 3390 N. Campbell, #110 1725 S. Country Club Drive Tucson, AZ 85719 Mesa, AZ 85210 17 dmjosephmd@gmail.com Stacy.kelly@empire-cat.com Counsel for Unsecured Creditors John.helms@empire-cat.com 18 Counsel for Unsecured Creditors Padmon, LLC Cristina Perez Hesano 19 P.O. Box 4546 Bellah Perez, PLLC Tubac, AZ 85646 5622 W. Glendale Avenue 20 Luna_ivette@yahoo.com Glendale, AZ 85004 Counsel for Unsecured Creditors cperez@bellahperez.com 21 Attorneys for David S. Wanger Bradley A. Cosman Lori Purkey 22 Jordan A. Kroop Purkey & Associates, PLC Richard M. Lorenzen 505 Cascade Rd., SE Ste. A 23 Perkins Coie LLP Grand Rapids, MI 49546 2901 N. Central Avenue, Suite 2000 purkey@purkeyandassociates.com 24 Phoenix, AZ 85012 Attorneys for Stryker Orthopaedics bcosman@perkinscoie.com jkroop@perkinscoie.com 25 rlorenzen@perkinscoie.com Counsel for Unsecured Creditors 26 Case 4:17-bk-03351-SHG Doc 306 Filed 08/07/17 4 Entered 08/07/17 17:13:16 Desc Main Document Page 4 of 5 Denise Ann Faulk Tucson Electric Power 1 Assistant U.S. Attorney PO Box 3033 District of Arizona Tucson, AZ 85702-3033 2 405 W. Congress Street, Suite 4800 Tucson, AZ 85701 3 On behalf of Internal Revenue Service (IRS) denise.faulk@usdoj.gov 4 Aetna Funding Advantage Arizona Dept of Revenue Department F953 1600 W. Monroe St. 5 2850 Shadelands Dr., Ste. 200 Phoenix, AZ 85007-2650 Walnut Creek, CA 94598 oicprocessing@azdor.gov 6 Arizona Health Care Cost AZ Inpatient Medicine Assoc Containment System Admin 7383 E. Tanque Verde Rd 7 801 E. Jefferson St. Tucson, AZ 85715 Phoenix, AZ 85034 8 HospitalAssessmentProject@azahcccs.gov Beth Ford Carefusion Solutions 2200 9 Pima County Treasurer Pyxis Products PO Box 29011 25082 Network Place 10 Phoenix, AZ 85038 Chicago, IL 60673 towebmaster@pima.gov 11 Centers for Medicare and Medicaid Services Cerner Corporation 7500 Security Blvd 2800 Rockcreek Parkway 12 Baltimore, MD 21244 Kansas City, MO 64117 MNaughton@cerner.com 13 GE Healthcare GE Medical Systems PO Box 96483 Information Technologies 14 Chicago, IL 60693 5517 Collections Ctr Dr. Christopherholm@ge.com Chicago, IL 60693 Christopherholm@ge.com 15 GVH MOB 2 LLC Internal Revenue Service/United States Treasury 16 9237 E. Via De Ventura Suite 110 Cincinnati, OH 45999-0039 Scottsdale, AZ 85258 glyon@krysglobalusa.com 17 M*Modal Services Ltd MCA Financial Group Ltd 18 5000 Meridian Blvd., Suite 200 4909 N. 44th street Franklin, TN 37067 Phoenix, AZ 85018 brandon.helton@mmodal.com maaron@mca-financial.com 19 Northwest Medical Center/Shared Service Center Pima Heart Physicians PC 20 PO Box 848444 3375 N. Campbell Ave Dallas, TX 75284-7226 Tucson, AZ 85719 21 David.Malloy@pimaheart.com Pima Vascular Physicians Proscribe LLC 22 3375 N. Campbell 16414 San Pedro Suite 525 Tucson, AZ 85719 San Antonio, TX 78232 23 info@pimavascular.com info@proscribemd.com Pulmonary Assoc of Southern Arizona/Pasa 24 1951 N. Wilmot Rd, Building 4 Tucson, AZ 85712 25 info@pasatucson.com 26 24I8702.DOCX Case 4:17-bk-03351-SHG Doc 306 Filed 08/07/17 5 Entered 08/07/17 17:13:16 Desc Main Document Page 5 of 5

Motion to Accelerate/Expedite Motion for Expedited Hearing on Motion to Reduce Notice Periods for: (1) Filing Objections to Amended Plan; and (2) Initial Confirmation Hearing filed by JILL H PERRELLA of Snell & Wilmer LLP on behalf of Green Valley Medical Investments, LLLP (related document(s) {{303}} Motion to Shorten Time).

1 S. Cary Forrester (#006342) Steven D. Jerome (#018420) John R. Worth (#012950) Jonathan Saffer (#022004) 2 FORRESTER & WORTH, PLLC Jill H. Perrella (#026270) 3636 N. Central Ave., Ste. 700 SNELL & WILMER L.L.P. 3 Phoenix, Arizona 85012 One Arizona Center Telephone: 602.258.2729 400 E. Van Buren St., Ste. 1900 4 Facsimile: 602.271.4300 Phoenix, Arizona 85004-2202 E-Mail: scf@forresterandworth.com Telephone: 602.382.6000 5 jrw@forresterandworth.com Facsimile: 602.382.6070 Attorneys for the Debtors E-Mail: sjerome@swlaw.com 6 jmsaffer@swlaw.com jperrella@swlaw.com 7 Attorneys for Green Valley Medical Investments, LLLP 8 IN THE UNITED STATES BANKRUPTCY COURT 9 FOR THE DISTRICT OF ARIZONA 10 In re: Proceedings Under Chapter 11 11 GV HOSPITAL MANAGEMENT, LLC, Case No. 4:17-bk-03351-SHG 12 Debtor. Case No. 4:17-bk-03353-SHG Case No. 4:17-bk-03354-SHG 13 (Jointly Administered) 14 In re: MOTION FOR EXPEDITED 15 GREEN VALLEY HOSPITAL, LLC, HEARING ON MOTION TO REDUCE NOTICE PERIODS FOR: 16 Debtor. 17 In re: (1) FILING OBJECTIONS TO GV II HOLDINGS, LLC, AMENDED PLAN; AND 18 Debtor. (2) INITIAL CONFIRMATION 19 HEARING THIS FILING APPLIES TO: 20 ☒ ALL DEBTORS 21 ☐ GREEN VALLEY HOSPITAL, LLC ☐ GV HOSPITAL MANAGEMENT, LLC 22 ☐ GVII HOLDINGS, LLC 23 Pursuant to Local Rule of Bankruptcy Procedure 9013-1(h), Debtors and co-24 proponent Green Valley Medical Investments, LLLP ("GVMI" and, together with 25 Debtors, the "Plan Proponents") hereby request that the Court set an expedited hearing 26 Case 4:17-bk-03351-SHG Doc 307 Filed 08/08/17 Entered 08/08/17 09:59:59 Desc Main Document Page 1 of 5 1 on the Plan Proponents’ Motion to Reduce Notice Periods for: (1) Filing Objections to 2 Amended Plan; and (2) Initial Confirmation Hearing [Dkt. No. 303] ("Motion to 3 Reduce"). This Motion for Expedited Hearing is supported by the following: 4 1. Through the Motion to Reduce, the Plan Proponents request that the Court 5 enter an order (1) shortening the notice period for filing objections to their Amended Plan1 6 by nine days; and (2) shortening the notice period for the initial confirmation hearing by 7 three days. 8 2. As set forth in the Motion to Reduce, shortening these notice periods is 9 essential because the DIP lender has notified Debtors that they are in covenant default 10 under the DIP Credit Agreement, and because Debtors anticipate running out of cash in 11 early October if they do not have access to exit financing. 12 3. Expedited consideration of the Motion to Reduce is necessary in order to 13 implement the proposed schedule set forth in the Motion to Reduce for plan solicitation 14 and confirmation proceedings prior to October 2017. 15 4. A hearing is set on approval of the Amended Disclosure Statement for 16 August 15, 2017 at 3:00 p.m. (with a possible continuance to August 16, 2017 at 10:00 17 a.m.). Therefore, the Plan Proponents request that the Court set an expedited hearing to 18 consider the Motion to Reduce for August 15, 2017 at 3:00 p.m., with objections to the 19 Motion to Reduce due on or before 12:00 p.m. on August 14, 2017. 20 WHEREFORE, based on the foregoing, the Motion to Reduce and good cause 21 appearing, the Plan Proponents respectfully request that this Court enter an order setting 22 an expedited hearing on the Motion to Reduce, on August 15, 2017 at 3:00 p.m., and 23 setting a deadline for objections to the Motion to Reduce for noon on August 14, 2017. 24 1 25 Capitalized terms not otherwise defined herein shall be ascribed the meanings set forth in the Motion to Reduce. 26 Case 4:17-bk-03351-SHG-2-Doc 307 Filed 08/08/17 Entered 08/08/17 09:59:59 Desc Main Document Page 2 of 5 1 DATED this 8th day of August, 2017. 2 SNELL & WILMER L.L.P. 3 4 By:/s/Jill H. Perrella Steven D. Jerome 5 Jonathan M. Saffer Jill H. Perrella 6 One Arizona Center Phoenix, Arizona 85004-2202 7 Attorneys for GVMI 8 FORRESTER & WORTH, PLLC 9 10 By:/s/S. Cary Forrester (with permission) 11 S. Cary Forrester John R. Worth 12 3636 North Central Avenue, Suite 700 Phoenix, Arizona 85012 13 Attorneys for the Debtors 14 15 16 17 18 COPY of the foregoing mailed or emailed this 8th day of August, 2017, to: 19 Matthew Allen Silverman S. CARY FORRESTER 20 Office of the Attorney General FORRESTER & WORTH, PLLC 1275 W. Washington St. 3636 N CENTRAL AVE STE 700 21 Phoenix, AZ 85007 PHOENIX AZ 85012 Email: matthew.silverman@azag.gov Email: scf@forresterandworth.com 22 Attorney for Debtors 23 LARRY L. WATSON Jody A. Corrales OFFICE OF THE U.S. TRUSTEE DeConcini McDonald Yetwin & Lacy, PC 24 230 N FIRST AVE STE 204 2525 E. Broadway Blvd., Ste. 200 PHOENIX, AZ 85003-1706 Tucson, AZ 85716-5300 25 Email: larry.watson@usdoj.gov Email: jcorrales@dmyl.com Attorneys for Padmon, LLC 26 Case 4:17-bk-03351-SHG-3-Doc 307 Filed 08/08/17 Entered 08/08/17 09:59:59 Desc Main Document Page 3 of 5 1 Robert M. Charles, Jr. Steven M. Cox 2 Susan M. Freeman Waterfall Economidis Caldwell Et al. Lewis Roca Rothgerber Christie LLP Williams Center Eighth Floor 3 One S. Church Ave., Ste 700 5210 E. Williams Cr Tucson, AZ 85701 Tucson, AZ 85711 4 Email: rcharles@lrrc.com Email: smcox@waterfallattorneys.com sfreeman@lrrc.com 5 6 Dean M. Dinner Susan N. Goodman Sacks Tierney P.A. Mesch, Clark, & Rothschild, PC 7 4250 N. Drinkwater Blvd., 4th Floor 259 N. Meyer Ave. Scottsdale, AZ 85251-3693 Tucson, AZ 85701 8 Email: dean.dinner@sackstierney.com Email: sgoodman@mcrazlaw.com 9 Jill Morton Hulsizer Michael R. Johnson AB Staffing Solutions Ray Quinney & Nebeker PC 10 3451 S. Mercy Rd., Suite 102 36 S. State St #1400 Gilbert, AZ 85297 Salt Lake City, UT 84111 11 Email: jhulsizer@ABStaffing.com Email: mjohnson@rqn.com 12 K. Kenneth Kotler Alisa C. Lacey Law Offices of K. Kenneth Kotler Stinson Leonard Street LLP 13 1901 Avenue of the Stars, Suite 1100 1850 N. Central Ave #2100 Los Angeles, CA 90067 Phoenix, AZ 85004 14 Email: Kotler@kenkotler.com Email: alisa.lacey@stinson.com 15 Julia Lin Matter Samuel A. Newman Pima County Attorney Genevieve Gray Weiner 16 32 N. Stone Ave., Suite 2100 Gibson Dunn & Crutcher LLP Tucson, AZ 85701 333 S. Grand Ave., 47th Floor 17 Email: Julia.Matter@pcao.pima.gov Los Angeles, CA 90071 Email: snewman@gibsondunn.com 18 gweiner@gibsondunn.com 19 William Novotny Kelly Singer Robert A. Shull Squire Patton Boggs (US) LLP 20 Dickinson Wright PLLC 1 E. Washington Street, Suite 2700 1850 N. Central Avenue, Suite 1400 Phoenix, AZ 85004 21 Phoenix, AZ 85004 Email: Kelly.singer@squirepb.com Email: wnovotny@dickinsonwright.com 22 rshull@dickinsonwright.com 23 Patrick A. Clisham Cristina Perez Hesano Engelman Berger PC Bellah Perez, PLLC 24 3636 N. Central Ave #700 5622 W. Glendale Ave. Phoenix, AZ 85012 Glendale, AZ 85301 25 Email: pac@eblawyers.com Email: cperez@bellahperez.com 26 Case 4:17-bk-03351-SHG-4-Doc 307 Filed 08/08/17 Entered 08/08/17 09:59:59 Desc Main Document Page 4 of 5 1 Bradley A. Cosman Elizabeth A. Strange Jordan A. Kroop Denise Ann Faulk 2 Richard M. Lorenzen United States Attorneys’ Office Perkins Coie LLP 405 W. Congress St., Ste. 4800 3 2901 N. Central Ave., Ste. 2000 Tucson, AZ 85701 Phoenix, AZ 85012 Email: denise.faulk@usdoj.gov 4 Email: BCosman@perkinscoie.com JKroop@perkinscoie.com 5 RLorenzen@perkinscoie.com 6/s/Jill H. Perrella 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Case 4:17-bk-03351-SHG-5-Doc 307 Filed 08/08/17 Entered 08/08/17 09:59:59 Desc Main Document Page 5 of 5

Notice of Lodging Proposed Order Granting Motion for Expedited Hearing on Motion to Reduce Notice Periods for: (1) Filing Objections to Amended Plan; and (2) Initial Confirmation Hearing filed by JILL H PERRELLA of Snell & Wilmer LLP on behalf of Green Valley Medical Investments, LLLP (related document(s) {{307}} Motion to Accelerate/Expedite).

1 S. Cary Forrester (#006342) Steven D. Jerome (#018420) John R. Worth (#012950) Jonathan Saffer (#022004) 2 FORRESTER & WORTH, PLLC Jill H. Perrella (#026270) 3636 N. Central Ave., Ste. 700 SNELL & WILMER L.L.P. 3 Phoenix, Arizona 85012 One Arizona Center Telephone: 602.258.2729 400 E. Van Buren St., Ste. 1900 4 Facsimile: 602.271.4300 Phoenix, Arizona 85004-2202 E-Mail: scf@forresterandworth.com Telephone: 602.382.6000 5 jrw@forresterandworth.com Facsimile: 602.382.6070 Attorneys for the Debtors E-Mail: sjerome@swlaw.com 6 jmsaffer@swlaw.com jperrella@swlaw.com 7 Attorneys for Green Valley Medical Investments, LLLP 8 IN THE UNITED STATES BANKRUPTCY COURT 9 FOR THE DISTRICT OF ARIZONA 10 In re: Proceedings Under Chapter 11 11 GV HOSPITAL MANAGEMENT, LLC, Case No. 4:17-bk-03351-SHG 12 Debtor. Case No. 4:17-bk-03353-SHG Case No. 4:17-bk-03354-SHG 13 (Jointly Administered) 14 In re: NOTICE OF LODGING ORDER 15 GREEN VALLEY HOSPITAL, LLC, GRANTING MOTION FOR EXPEDITED HEARING ON MOTION 16 Debtor. TO REDUCE NOTICE PERIODS FOR: 17 In re: (1) FILING OBJECTIONS TO 18 AMENDED PLAN; AND GV II HOLDINGS, LLC, 19 Debtor. (2) INITIAL CONFIRMATION HEARING 20 THIS FILING APPLIES TO: 21 ☒ ALL DEBTORS ☐ GREEN VALLEY HOSPITAL, LLC 22 ☐ GV HOSPITAL MANAGEMENT, LLC 23 ☐ GVII HOLDINGS, LLC 24 NOTICE IS HEREBY GIVEN that on August 8, 2017, Debtors and co-proponent 25 Green Valley Medical Investments, LLLP ("GVMI" and, together with Debtors, the 26 "Plan Proponents") lodged a proposed order granting the Plan Proponents’ Motion for Case 4:17-bk-03351-SHG Doc 308 Filed 08/08/17 Entered 08/08/17 10:04:22 Desc Main Document Page 1 of 4 1 Expedited Hearing on Motion to Reduce Notice Periods for: (1) Filing Objections to 2 Amended Plan; and (2) Initial Confirmation Hearing ("Motion for Expedited Hearing"). 3 A true and correct copy of the lodged order granting the Motion for Expedited Hearing is 4 attached hereto as Exhibit "A". 5 DATED this 8th day of August, 2017. SNELL & WILMER L.L.P. 6 7 By:/s/Jill H. Perrella 8 Steven D. Jerome Jonathan M. Saffer 9 Jill H. Perrella One Arizona Center 10 Phoenix, Arizona 85004-2202 Attorneys for GVMI 11 12 FORRESTER & WORTH, PLLC 13 14 By:/s/S. Cary Forrester (with permission) S. Cary Forrester 15 John R. Worth 3636 North Central Avenue, Suite 700 16 Phoenix, Arizona 85012 Attorneys for the Debtors 17 18 19 20 21 COPY of the foregoing mailed or emailed 22 this 8th day of August, 2017, to: 23 Matthew Allen Silverman S. CARY FORRESTER Office of the Attorney General FORRESTER & WORTH, PLLC 24 1275 W. Washington St. 3636 N CENTRAL AVE STE 700 Phoenix, AZ 85007 PHOENIX AZ 85012 25 Email: matthew.silverman@azag.gov Email: scf@forresterandworth.com Attorney for Debtors 26 Case 4:17-bk-03351-SHG-2-Doc 308 Filed 08/08/17 Entered 08/08/17 10:04:22 Desc Main Document Page 2 of 4 1 LARRY L. WATSON Jody A. Corrales 2 OFFICE OF THE U.S. TRUSTEE DeConcini McDonald Yetwin & Lacy, PC 230 N FIRST AVE STE 204 2525 E. Broadway Blvd., Ste. 200 3 PHOENIX, AZ 85003-1706 Tucson, AZ 85716-5300 Email: larry.watson@usdoj.gov Email: jcorrales@dmyl.com 4 Attorneys for Padmon, LLC 5 Robert M. Charles, Jr. Steven M. Cox Susan M. Freeman Waterfall Economidis Caldwell Et al. 6 Lewis Roca Rothgerber Christie LLP Williams Center Eighth Floor One S. Church Ave., Ste 700 5210 E. Williams Cr 7 Tucson, AZ 85701 Tucson, AZ 85711 Email: rcharles@lrrc.com Email: smcox@waterfallattorneys.com 8 sfreeman@lrrc.com 9 Dean M. Dinner Susan N. Goodman 10 Sacks Tierney P.A. Mesch, Clark, & Rothschild, PC 4250 N. Drinkwater Blvd., 4th Floor 259 N. Meyer Ave. 11 Scottsdale, AZ 85251-3693 Tucson, AZ 85701 Email: dean.dinner@sackstierney.com Email: sgoodman@mcrazlaw.com 12 Jill Morton Hulsizer Michael R. Johnson 13 AB Staffing Solutions Ray Quinney & Nebeker PC 3451 S. Mercy Rd., Suite 102 36 S. State St #1400 14 Gilbert, AZ 85297 Salt Lake City, UT 84111 Email: jhulsizer@ABStaffing.com Email: mjohnson@rqn.com 15 K. Kenneth Kotler Alisa C. Lacey 16 Law Offices of K. Kenneth Kotler Stinson Leonard Street LLP 1901 Avenue of the Stars, Suite 1100 1850 N. Central Ave #2100 17 Los Angeles, CA 90067 Phoenix, AZ 85004 Email: Kotler@kenkotler.com Email: alisa.lacey@stinson.com 18 Julia Lin Matter Samuel A. Newman 19 Pima County Attorney Genevieve Gray Weiner 32 N. Stone Ave., Suite 2100 Gibson Dunn & Crutcher LLP 20 Tucson, AZ 85701 333 S. Grand Ave., 47th Floor Email: Julia.Matter@pcao.pima.gov Los Angeles, CA 90071 21 Email: snewman@gibsondunn.com gweiner@gibsondunn.com 22 William Novotny Kelly Singer 23 Robert A. Shull Squire Patton Boggs (US) LLP Dickinson Wright PLLC 1 E. Washington Street, Suite 2700 24 1850 N. Central Avenue, Suite 1400 Phoenix, AZ 85004 Phoenix, AZ 85004 Email: Kelly.singer@squirepb.com 25 Email: wnovotny@dickinsonwright.com rshull@dickinsonwright.com 26 Case 4:17-bk-03351-SHG-3-Doc 308 Filed 08/08/17 Entered 08/08/17 10:04:22 Desc Main Document Page 3 of 4 1 Patrick A. Clisham Cristina Perez Hesano 2 Engelman Berger PC Bellah Perez, PLLC 3636 N. Central Ave #700 5622 W. Glendale Ave. 3 Phoenix, AZ 85012 Glendale, AZ 85301 Email: pac@eblawyers.com Email: cperez@bellahperez.com 4 Bradley A. Cosman Elizabeth A. Strange 5 Jordan A. Kroop Denise Ann Faulk Richard M. Lorenzen United States Attorneys’ Office 6 Perkins Coie LLP 405 W. Congress St., Ste. 4800 2901 N. Central Ave., Ste. 2000 Tucson, AZ 85701 7 Phoenix, AZ 85012 Email: denise.faulk@usdoj.gov Email: BCosman@perkinscoie.com 8 JKroop@perkinscoie.com RLorenzen@perkinscoie.com 9 10/s/Jill H. Perrella 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Case 4:17-bk-03351-SHG-4-Doc 308 Filed 08/08/17 Entered 08/08/17 10:04:22 Desc Main Document Page 4 of 4

Exhibit Order

EXHIBIT A Case 4:17-bk-03351-SHG Doc 308-1 Filed 08/08/17 Entered 08/08/17 10:04:22 Desc Exhibit Order Page 1 of 4 1 2 3 4 5 6 IN THE UNITED STATES BANKRUPTCY COURT 7 FOR THE DISTRICT OF ARIZONA 8 In re: Proceedings Under Chapter 11 9 GV HOSPITAL MANAGEMENT, LLC, Case No. 4:17-bk-03351-SHG 10 Debtor. Case No. 4:17-bk-03353-SHG Case No. 4:17-bk-03354-SHG 11 (Jointly Administered) 12 In re: ORDER GRANTING MOTION FOR 13 GREEN VALLEY HOSPITAL, LLC, EXPEDITED HEARING ON MOTION TO REDUCE NOTICE PERIODS 14 Debtor. FOR: 15 In re: (1) FILING OBJECTIONS TO GV II HOLDINGS, LLC, AMENDED PLAN; AND 16 Debtor. (2) INITIAL CONFIRMATION 17 HEARING THIS FILING APPLIES TO: 18 ☒ ALL DEBTORS 19 ☐ GREEN VALLEY HOSPITAL, LLC ☐ GV HOSPITAL MANAGEMENT, LLC 20 ☐ GVII HOLDINGS, LLC 21 Upon consideration of the Motion for Expedited Hearing on Motion to Reduce 22 Notice Periods for: (1) Filing Objections to Amended Plan; and (2) Initial Confirmation 23 Hearing ("Motion for Expedited Hearing") filed by Debtors and co-proponent Green 24 Valley Medical Investments, LLLP ("GVMI" and, together with Debtors, the "Plan 25 Proponents"), requesting that the Court set an expedited hearing on the Plan Proponents’ 26 Case 4:17-bk-03351-SHG Doc 308-1 Filed 08/08/17 Entered 08/08/17 10:04:22 Desc Exhibit Order Page 2 of 4 1 Motion to Reduce Notice Periods for: (1) Filing Objections to Amended Plan; and (2) 2 Initial Confirmation Hearing [Dkt. No. 303] ("Motion to Reduce"), and for good cause 3 appearing therefore: 4 IT IS HEREBY ORDERED, ADJUDGED AND DECREED that: 5 (1) The Motion for Expedited Hearing is granted; 6 (2) An expedited hearing will be held on the Motion to Reduce on August 15, 7 2017 at 3:00 p.m. before the Honorable Scott H. Gan at the United States Bankruptcy 8 Court, 38 S. Scott Ave., Courtroom 329, Tucson, Arizona 85701, with video conference 9 also available in Phoenix Courtroom 301; and 10 (3) The deadline to file and serve any opposition to the Motion to Reduce is 11 August 14, 2017 by 12:00 p.m. 12 SIGNED AND DATED ABOVE. 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Case 4:17-bk-03351-SHG-2-Doc 308-1 Filed 08/08/17 Entered 08/08/17 10:04:22 Desc Exhibit Order Page 3 of 4 U.S. Bankruptcy Court, District of Arizona Page 1 of 1 Single Order Upload 4:17-bk-03351-SHG GV HOSPITAL MANAGEMENT, LLC The new document C:\Users\perrelj\Desktop\GVH-Order re Mtn for Exp Hg on Mtn to Shorten Time for Plan Obj & Voting 4813-7737-7100 v.1.pdf was uploaded successfully on 8/8/2017 at 10:01 AM Order type: Orders Setting/Vacating/Rescheduling Hearing 4:17-bk-03351-SHG GV HOSPITAL MANAGEMENT, LLC Related document number: 307 Related document description: Motion to Accelerate/Expedite Order ID: 735792 Hearing date: 8/15/2017 Do it again Case 4:17-bk-03351-SHG Doc 308-1 Filed 08/08/17 Entered 08/08/17 10:04:22 Desc Exhibit Order Page 4 of 4 https://ecf.azb.uscourts.gov/cgi-bin/Dispatch.pl?117581298768338 8/8/2017

Notice of Emergency/Expedited Hearing on Motion to Reduce Notice Periods for: (1) Filing Objections to Amended Plan; and (2) Initial Confirmation Hearing filed by JILL H PERRELLA of Snell & Wilmer LLP on behalf of Green Valley Medical Investments, LLLP (related document(s) {{303}} Motion to Shorten Time) Hearing on Emergency/Expedited Motion set for 8/15/2017 at 03:00 PM at 38 S. Scott Avenue, Courtroom 329, Tucson, AZ (Tucson Court - SHG) Objections/Responses due by 8/14/2017.

1 S. Cary Forrester (#006342) Steven D. Jerome (#018420) John R. Worth (#012950) Jonathan Saffer (#022004) 2 FORRESTER & WORTH, PLLC Jill H. Perrella (#026270) 3636 N. Central Ave., Ste. 700 SNELL & WILMER L.L.P. 3 Phoenix, Arizona 85012 One Arizona Center Telephone: 602.258.2729 400 E. Van Buren St., Ste. 1900 4 Facsimile: 602.271.4300 Phoenix, Arizona 85004-2202 E-Mail: scf@forresterandworth.com Telephone: 602.382.6000 5 jrw@forresterandworth.com Facsimile: 602.382.6070 Attorneys for the Debtors E-Mail: sjerome@swlaw.com 6 jmsaffer@swlaw.com jperrella@swlaw.com 7 Attorneys for Green Valley Medical Investments, LLLP 8 IN THE UNITED STATES BANKRUPTCY COURT 9 FOR THE DISTRICT OF ARIZONA 10 In re: Proceedings Under Chapter 11 11 GV HOSPITAL MANAGEMENT, LLC, Case No. 4:17-bk-03351-SHG 12 Debtor. Case No. 4:17-bk-03353-SHG Case No. 4:17-bk-03354-SHG 13 (Jointly Administered) 14 In re: NOTICE OF EXPEDITED HEARING 15 GREEN VALLEY HOSPITAL, LLC, ON MOTION TO REDUCE NOTICE PERIODS FOR: 16 Debtor. 17 In re: (1) FILING OBJECTIONS TO GV II HOLDINGS, LLC, AMENDED PLAN; AND 18 Debtor. (2) INITIAL CONFIRMATION 19 HEARING THIS FILING APPLIES TO: 20 ☒ ALL DEBTORS Date: _ August 15, 2017 Time: _ 3:00 p.m. 21 ☐ GREEN VALLEY HOSPITAL, LLC Location: U.S. Bankruptcy Court ☐ GV HOSPITAL MANAGEMENT, LLC 38 S. Scott Ave. 22 Courtroom 329 ☐ GVII HOLDINGS, LLC Tucson, Arizona 85701 23 NOTICE IS HEREBY GIVEN that an expedited hearing on the Motion to Reduce 24 Notice Periods for: (1) Filing Objections to Amended Plan; and (2) Initial Confirmation 25 Hearing [Dkt. No. 303] ("Motion to Reduce") filed by Debtors and co-proponent Green 26 Case 4:17-bk-03351-SHG Doc 310 Filed 08/08/17 Entered 08/08/17 12:26:06 Desc Main Document Page 1 of 4 1 Valley Medical Investments, LLLP ("GVMI" and, together with Debtors, the "Plan 2 Proponents") will be held on August 15, 2017 at 3:00 p.m. before the Honorable Scott H. 3 Gan at the U.S. Bankruptcy Court, 38 S. Scott Ave., Courtroom 329, Tucson, Arizona 4 85701, with video conference also available at the U.S. Bankruptcy Court, 230 N. First 5 Ave., Courtroom 301, Phoenix, Arizona 85003. 6 DATED this 8th day of August, 2017. 7 SNELL & WILMER L.L.P. 8 9 By:/s/Jill H. Perrella Steven D. Jerome 10 Jonathan M. Saffer Jill H. Perrella 11 One Arizona Center Phoenix, Arizona 85004-2202 12 Attorneys for GVMI 13 FORRESTER & WORTH, PLLC 14 15 By:/s/S. Cary Forrester (with permission) 16 S. Cary Forrester John R. Worth 17 3636 North Central Avenue, Suite 700 Phoenix, Arizona 85012 18 Attorneys for the Debtors 19 20 21 22 23 24 25 26 Case 4:17-bk-03351-SHG-2-Doc 310 Filed 08/08/17 Entered 08/08/17 12:26:06 Desc Main Document Page 2 of 4 1 COPY of the foregoing mailed or emailed this 8th day of August, 2017, to: 2 Matthew Allen Silverman S. CARY FORRESTER 3 Office of the Attorney General FORRESTER & WORTH, PLLC 1275 W. Washington St. 3636 N CENTRAL AVE STE 700 4 Phoenix, AZ 85007 PHOENIX AZ 85012 Email: matthew.silverman@azag.gov Email: scf@forresterandworth.com 5 Attorney for Debtors 6 LARRY L. WATSON Jody A. Corrales OFFICE OF THE U.S. TRUSTEE DeConcini McDonald Yetwin & Lacy, PC 7 230 N FIRST AVE STE 204 2525 E. Broadway Blvd., Ste. 200 PHOENIX, AZ 85003-1706 Tucson, AZ 85716-5300 8 Email: larry.watson@usdoj.gov Email: jcorrales@dmyl.com Attorneys for Padmon, LLC 9 Robert M. Charles, Jr. Steven M. Cox 10 Susan M. Freeman Waterfall Economidis Caldwell Et al. Lewis Roca Rothgerber Christie LLP Williams Center Eighth Floor 11 One S. Church Ave., Ste 700 5210 E. Williams Cr Tucson, AZ 85701 Tucson, AZ 85711 12 Email: rcharles@lrrc.com Email: smcox@waterfallattorneys.com sfreeman@lrrc.com 13 14 Dean M. Dinner Susan N. Goodman Sacks Tierney P.A. Mesch, Clark, & Rothschild, PC 15 4250 N. Drinkwater Blvd., 4th Floor 259 N. Meyer Ave. Scottsdale, AZ 85251-3693 Tucson, AZ 85701 16 Email: dean.dinner@sackstierney.com Email: sgoodman@mcrazlaw.com 17 Jill Morton Hulsizer Michael R. Johnson AB Staffing Solutions Ray Quinney & Nebeker PC 18 3451 S. Mercy Rd., Suite 102 36 S. State St #1400 Gilbert, AZ 85297 Salt Lake City, UT 84111 19 Email: jhulsizer@ABStaffing.com Email: mjohnson@rqn.com 20 K. Kenneth Kotler Alisa C. Lacey Law Offices of K. Kenneth Kotler Stinson Leonard Street LLP 21 1901 Avenue of the Stars, Suite 1100 1850 N. Central Ave #2100 Los Angeles, CA 90067 Phoenix, AZ 85004 22 Email: Kotler@kenkotler.com Email: alisa.lacey@stinson.com 23 Julia Lin Matter Samuel A. Newman Pima County Attorney Genevieve Gray Weiner 24 32 N. Stone Ave., Suite 2100 Gibson Dunn & Crutcher LLP Tucson, AZ 85701 333 S. Grand Ave., 47th Floor 25 Email: Julia.Matter@pcao.pima.gov Los Angeles, CA 90071 Email: snewman@gibsondunn.com 26 Case 4:17-bk-03351-SHG-3-Doc 310 Filed 08/08/17 Entered 08/08/17 12:26:06 Desc Main Document Page 3 of 4 1 gweiner@gibsondunn.com 2 William Novotny Kelly Singer Robert A. Shull Squire Patton Boggs (US) LLP 3 Dickinson Wright PLLC 1 E. Washington Street, Suite 2700 1850 N. Central Avenue, Suite 1400 Phoenix, AZ 85004 4 Phoenix, AZ 85004 Email: Kelly.singer@squirepb.com Email: wnovotny@dickinsonwright.com 5 rshull@dickinsonwright.com 6 Patrick A. Clisham Cristina Perez Hesano Engelman Berger PC Bellah Perez, PLLC 7 3636 N. Central Ave #700 5622 W. Glendale Ave. Phoenix, AZ 85012 Glendale, AZ 85301 8 Email: pac@eblawyers.com Email: cperez@bellahperez.com 9 Bradley A. Cosman Elizabeth A. Strange Jordan A. Kroop Denise Ann Faulk 10 Richard M. Lorenzen United States Attorneys’ Office Perkins Coie LLP 405 W. Congress St., Ste. 4800 11 2901 N. Central Ave., Ste. 2000 Tucson, AZ 85701 Phoenix, AZ 85012 Email: denise.faulk@usdoj.gov 12 Email: BCosman@perkinscoie.com JKroop@perkinscoie.com 13 RLorenzen@perkinscoie.com 14/s/Jill H. Perrella 15 16 17 18 19 20 21 22 23 24 25 26 Case 4:17-bk-03351-SHG-4-Doc 310 Filed 08/08/17 Entered 08/08/17 12:26:06 Desc Main Document Page 4 of 4

Notice of Deposition of Michael J. DiProspero, ASA filed by S. CARY FORRESTER of FORRESTER & WORTH, PLLC on behalf of GV HOSPITAL MANAGEMENT, LLC.(FORRESTER, S.)

F O R RE ST E R & W O RT H, PLLC 3636 NORTH CENTRAL AVENUE, SUITE 700 P H O E N I X, A R I Z O N A 8 5 01 2 6 0 2.2 5 8. 2 7 2 9 —M A I N 602.271.4300—FAX S. CARY FORRESTER (00 6342) J O H N R. W O R T H (0 1 2 9 5 0) SCF@FORRESTERANDWORTH.COM JRW@FORRESTERANDWORTH.COM COUNSEL FOR THE DEBTOR U NITED S TATES B ANKRUPTCY C OURT D ISTRICT OF A RIZ ONA In re: Chapter 11 GV HOSPITAL MANAGEMENT, LLC, Jointly Administered Debtor. Case Nos.: 4:17-bk-03351 In re: 4:17-bk-03353; and 4:17-bk-03354 GREEN VALLEY HOSPITAL, LLC, Debtor. NOTICE OF DEPOSITION OF MICHAEL J. In re: DIPROSPERO, ASA GV II HOLDINGS, LLC, Debtor. THIS FILING APPLIES TO: ☒ ALL DEBTORS ☐ GREEN VALLEY HOSPITAL, LLC ☐ GV HOSPITAL MANAGEMENT, LLC ☐ GVII HOLDINGS, LLC Pursuant to this court’s stipulated scheduling order (DE 187) and Rule 30(a)(1), F.R. Civ. P., which applies under Bankruptcy Rule 7030, John R. Worth of Forrester & Worth, PLLC, gives notice that he will take the deposition of Michael J. DiProspero on August 17, 2017 at 9:30 a.m. at the offices of Forrester & Case 4:17-bk-03351-SHG Doc 312 Filed 08/08/17 Entered 08/08/17 17:21:07 Desc Main Document Page 1 of 2 Worth, PLLC, 3636 N. Central Avenue, Suite 700, Phoenix, Arizona 85012. The deposition will be taken before a certified court reporter and videotaped. Dated August 8, 2017. F ORRESTER & W ORTH, PLLC/s/JRW (012950) S. Cary Forrester John R. Worth Counsel for the Debtor Copy of the foregoing emailed or mailed on August 8, 2017, to the Official Service List [DE 279] and the following: Valley Court Reporting, LLC Sandy (Konugres) Waldo, RPR 4802 East Ray Road, Suite 23-200 Phoenix, AZ 85044 valleycr@valleycr.com/s/Matthew Burns Matthew Burns 2 Case 4:17-bk-03351-SHG Doc 312 Filed 08/08/17 Entered 08/08/17 17:21:07 Desc Main Document Page 2 of 2

Objection Committee's Objection to Disclosure Statement in Support of Debtors' and GVMI's First Amended Joint Plan of Liquidation filed by BRADLEY A COSMAN of PERKINS COIE LLP on behalf of OFFICIAL COMMITTEE OF UNSECURED CREDITORS (related document(s) {{202}} Disclosure Statement).

Bradley A. Cosman (BCosman@perkinscoie.com) Jordan A. Kroop (JKroop@perkinscoie.com) Richard M. Lorenzen (RLorenzen@perkinscoie.com) PERKINS COIE LLP 2901 North Central Avenue, Suite 2000 Phoenix, Arizona 85012 602.351.8000 Counsel for Official Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT DISTRICT OF ARIZONA In re: Chapter 11 GV HOSPITAL MANAGEMENT, LLC; Jointly Administered GREEN VALLEY HOSPITAL, LLC; and Case Nos. 4:17-bk-03351-SHG 4:17-bk-03353-SHG GV II HOLDINGS, LLC, 4:17-bk-03354-SHG Debtors COMMITTEE’S OBJECTION TO This Filing Applies to: DISCLOSURE STATEMENT IN  All Debtors SUPPORT OF DEBTORS’ AND  Specified Debtors: GVMI’S FIRST AMENDED JOINT PLAN OF LIQUIDATION Hearing Date: August 15, 2017 Hearing Time: 3:00 p.m. The Official Committee of Unsecured Creditors (the "Committee") of the above-captioned Debtors files this Objection to the Disclosure Statement in Support of Debtors’ and GVMI’s First Amended Joint Plan of Liquidation dated July 31, 2017 ("Amended Disclosure Statement") [Dkt. 202].1 The Disclosure statement relates to the Debtors’ and GVMI’s First Amended Joint Plan of Liquidation dated July 31, 2017 ("Amended Plan") [Dkt. 286]. 1 Unless otherwise defined in this Objection, capitalized terms retain the definition given to them in the Amended Disclosure Statement. Case 4:17-bk-03351-SHG Doc 313 Filed 08/10/17 Entered 08/10/17 14:35:43 Desc Main Document Page 1 of 13 PRELIMINARY STATEMENT Although the Amended Disclosure Statement addresses certain deficiencies pointed out in the Committee’s objection to the prior disclosure statement;2 the Amended Disclosure Statement still fails to provide adequate information. First, at the initial disclosure statement hearing, the Court specifically directed the Debtors and GVMI to address in detail the proposed releases being given to GVMI and other insiders under the Amended Plan. Notwithstanding that direction, the extent of amended disclosure concerning those releases is limited to the following, buried in a footnote: Acquired Avoidance Actions and Acquired Litigation Claims include claims against the MOBs, GVHCOA, GVMI, GVMI’s Affiliates, GVH Board, Newco and/or Debtor’s Professionals. Debtors are not aware of any actionable claims against these entities and therefore ascribe no value to these assets at this time, with one exception: GVMI’s security interest in the accounts receivable and other personal property of Management was perfected in the preference period and may be avoidable. However, those assets are covered by Lateral’s lien and GVMI’s adequate protection lien, and GVMI and/or Newco will contribute more than their realizable value to fund the Plan.3 This disclosure is inadequate. Based on the initial information revealed by documents produced to the Committee, there appear to be other actionable claims against GVMI and others that would be released under the Amended Plan. Specifically, the Committee believes there are actionable claims against GVMI and others for, among other things, equitable subordination, breach of fiduciary duties, and breaches of good faith and fair dealing. Such claims arise from GVMI’s (and by extension, the GVMI-appointed 2 Committee’s Objection to Disclosure Statement in Support of Debtors’ and GVMI’s Joint Plan of Liquidation [Dkt. 272]. 3 Amended Disclosure Statement fn. 17.-2-Case 4:17-bk-03351-SHG Doc 313 Filed 08/10/17 Entered 08/10/17 14:35:43 Desc Main Document Page 2 of 13 managers’) prepetition inequitable conduct while in control of the Debtors. While the Amended Disclosure Statement need not concede the validity of such claims, the Amended Disclosure Statement must give creditors adequate information about such claims in order for creditors to evaluate the proposed releases. This is particularly important in this case because the Debtors are not unbiased in this regard. To the contrary, their actions, including the scope of disclosures, are under the direct control of GVMI and the parties against whom such claims would be asserted. Moreover, the statement buried in the footnote, to the effect that GVMI and/or Newco will contribute the "realizable value" of the assets that GVMI attempted improperly to add to its collateral only days before the bankruptcy filings, is inaccurate. In actuality, GVMI and/or Newco are not contributing cash equal to the "realizable value" of Management’s personal property on the effective date. Instead, there is only an unsecured promise to pay some undetermined amounts years down the road—and only if there have been insufficient recoveries from other assets which are not subject to GVMI’s security interest. Thus, there may be no future contributions from GVMI/Newco at all, and GVMI/Newco will have acquired those assets virtually for free. The Committee also disputes that the contingent future payments are anywhere close to the current "realizable value" of those assets, and for purposes of this Objection contends that the Amended Disclosure Statement does not contain adequate information to substantiate the "realizable value" of these assets, or the claim that GVMI/Newco is paying the "realizable value" of such assets. Second, the Amended Disclosure Statement fails to inform creditors as to whether or not confirmation of the Amended Plan will result in substantive consolidation of these-3-Case 4:17-bk-03351-SHG Doc 313 Filed 08/10/17 Entered 08/10/17 14:35:43 Desc Main Document Page 3 of 13 estates. Instead, the Amended Plan attempts to preserve that issue for later determination by a proposed liquidating trustee. The Amended Plan’s lack of definitive position leaves general unsecured creditors unable determine what their recovery would be under the Amended Plan—the most fundamental purpose of a disclosure statement. Both of these issues—description of released claims and substantive consolidation— are clearly disclosure statement issues. The Committee has discussed these issues with counsel for GVMI. With respect to the first issue—adequacy of the disclosure concerning the claims and causes of action against GVMI and others to be released—the parties are attempting to resolve that issue through inclusion of a Committee-drafted rider to the Amended Disclosure Statement. The Committee nonetheless files this objection to preserve its rights in the event of a dispute regarding the rider, and to address the second disclosure issue (substantive consolidation). The Amended Disclosure Statement should not be approved until both are adequately addressed. A. Inadequate Information Concerning Releases of GVMI and Other Insiders 1. Under the Amended Plan, GVMI will acquire the "Acquired Assets," which by definition include the "Acquired Avoidance Actions" and the "Acquired Litigation Claims." Acquired Avoidance Actions and Acquired Litigation Claims, in turn, are defined as comprising all causes of action or claims of any sort that the Debtors’ estates may have against GVMI, GVMI’s Affiliates, GVH Board, Newco, and others. 2. The only analysis of these potential claims offered by the Debtors and GVMI is relegated a footnote, which asserts that the Debtors "are not aware of any actionable claims against these entities and therefore ascribe no value to these assets at this time, with one exception: GVMI’s security interest in the accounts receivable and other personal-4-Case 4:17-bk-03351-SHG Doc 313 Filed 08/10/17 Entered 08/10/17 14:35:43 Desc Main Document Page 4 of 13 property of Management was perfected in the preference period and may be avoidable. However, those assets are covered by Lateral’s lien on GVMI’s adequate protection lien, and GVMI and/or NewCo will contribute more than their realizable value." 3. The Committee believes this disclosure is inadequate because: (1) it inaccurately and inadequately describes the potential lien avoidance claim; and (2) it fails completely to address other potential claims against GVMI and the others that would effectively be released. (a) Inadequate Disclosure Regarding Released Lien Avoidance Claim 4. With respect to the first issue, the disclosure about the potential avoidability of GVMI’s security interest in Management’s personal property needs to be detailed and conspicuous—not relegated to a footnote. Further, whereas the disclosure contains GVMI’s and the Debtors’ assessment of the merits of the potential avoidance claim, the disclosure should also note that the Committee disputes such assessment. More precisely, the disclosure should note that the Committee disputes that Management’s personal property is subject to GVMI’s adequate protection lien or superpriority claims,4 and disputes that that GVMI/NewCo will contribute more than the personal property’s realizable value. Finally, the disclosure should further note that the Committee asserts, based on the potential avoidance claim, that GVMI’s proposed acquisition of Management’s personal property under the Amended Plan requires payment of cash on the Amended Plan’s Effective Date 4 As first brought to light in the Committee’s Initial Objection, there are significant issues surrounding validity and enforceability of GVMI’s asserted prepetition security interest in and lien on Management’s personal property. Through the Amended Disclosure Statement, the Debtors and GVMI now concede that the documentation supporting GVMI’s asserted claims against Management was re-executed immediately before the petition date because any prior copy is "missing" and that such liens may be avoidable. The Committee believes that that avoidability of GVMI’s prepetition security interest in Management’s personal property calls into question the scope of GVMI’s postpetition adequate protection liens and superpriority administrative claims under the final DIP order.-5-Case 4:17-bk-03351-SHG Doc 313 Filed 08/10/17 Entered 08/10/17 14:35:43 Desc Main Document Page 5 of 13 equal the value of Management’s personal property. The value of Management’s personal property, according to Management’s most recent Monthly Operating Report, includes: Jun-17 Accounts Receivable (net) $ 2,506,255 Inventory $ 1,035,247 Prepaid Expenses $ 288,728 Interest in Insurance Policies or Annuities $ 335,8285 $ 4,166,058 (b) Inadequate Disclosure Regarding Release of Additional Colorable Claims 5. The disclosure should be supplemented to reflect that the Committee believes there are other additional colorable claims against GVMI and the other insiders which would be released under the Amended Plan. Specifically, although the Committee has not yet completed its investigation into such matters,6 the Committee has already learned a number of facts that give rise to colorable claims for, among other things: (1) Equitable Subordination 6. In November 2017, GVMI acquired 80% of GVH’s membership interests in exchange for forgiveness of only $50,000 in accrued interest on GVMI’s grossly undersecured loan. 7. In connection with its acquisition of the equity interests, GVMI required implementation of a new form of operating agreement which purported to limit fiduciary 5 Management's June MOR identifies $448,779 in "Other Assets," but does not attach a detailed list. This amount may correlate with the $455,178 in "All other assets" identified in Part 11 of Management's Schedule A/B: Assets – Real and Personal Property [Dkt. 93]. Of the $455,178 in "All other assets," $119,350 was intercompany liability and $335,828 was identified as "Interest in Insurance Policies or Annuities." 6 Following informal production of documents, the Committee commenced formal discovery under Rule 2004. The Committee is continuing to receive and review documents received as of the time this Objection was filed.-6-Case 4:17-bk-03351-SHG Doc 313 Filed 08/10/17 Entered 08/10/17 14:35:43 Desc Main Document Page 6 of 13 duties, and then nominated a majority of GVH’s board. One of the directors nominated by GVMI was Grant Lyon, who immediately prior had been acting as GVMI’s financial advisor with respect to GVMI’s loan to GVH. 8. In its dual roles as equity owner and secured lender, GVMI operated the Debtors for the benefit of its lender interest at the expense of other stakeholders. For example, while in control, GVMI attempted to paper over its collateral hole by causing Management to assume GVH’s obligations under the GVMI loan.7 Further—while in control of the Debtors and thus in control of the timing of the bankruptcy filing—GVMI filed a UCC financing statement just three days before the bankruptcy in an attempt to prefect a lien against Management’s personal property. 9. In another example, while in control of the Debtors, GVMI sought to have Artemis (who at that time was the first-priority lien lender) increase the amount funded under Artemis’s first-priority loan, and then channel those funds to GVMI to reimburse GVMI for fees under GVMI’s undersecured loan. 10. Further evidence that GVMI operated the Debtors for the benefit of GVMI’s lender interest can be seen in the way GVMI structured the option to preserve its claim amount while leaving the Debtors undercapitalized. First, GVMI acquired its equity interest for nothing more than forgiveness of $50,000 in accrued interest. To put that into perspective, GVMI asserts it was owed more than $7.4 million in accrued interest as of the 7 According to the Amended Disclosure Statement, GVMI originally caused Management to assume the GVMI loan obligations in February 2017, but any record of a signed copy from that time is missing. Also according to the Amended Disclosure Statement, GVMI caused Management to "re-sign" the assumption agreement in April 2017, immediately before the petition date. Either way, the conduct occurred while GVMI was in control of the Debtors.-7-Case 4:17-bk-03351-SHG Doc 313 Filed 08/10/17 Entered 08/10/17 14:35:43 Desc Main Document Page 7 of 13 petition date.8 Moreover, by not meaningfully deleveraging its existing undersecured claim, GVMI effectively precluded the Debtors from any chance of obtaining third-party financing. Further, following execution of the option GVMI did not contribute money to adequately capitalize the Debtors. GVMI now points to the Debtors’ overleveraged and undercapitalized status as reasons to support GVMI’s Amended Plan. 11. GVMI also exercised direct control over the Debtors by, among other things, orchestrating additional secured financing, approving and disapproving payment of particular prepetition creditors, terminating existing restructuring professionals, choosing the Debtors’ replacement restructuring professionals, and negotiating terms of the Debtors’ postpetition DIP financing. 12. Under such circumstances, the estates’ claim for equitable subordination easily exceeds the colorable threshold. (2) Breach of Fiduciary Duties 13. A lender, such as GVMI, that controls a borrower through a majority equity interest "assumes the fiduciary duties of management and a duty to deal fairly with other creditors."9 GVMI and the Debtors acknowledge in the Amended Disclosure Statement that the Debtors were at all times insolvent, including during the time GVMI was in control of the Debtors. Courts have recognized that management of an insolvent limited liability 8 See GVMI’s Proof of Claim No. 38-1. 9 In re Beverages Int’l, Ltd., 50 B.R. 273 (Bankr. D. Mass. 1985) (internal citation omitted).-8-Case 4:17-bk-03351-SHG Doc 313 Filed 08/10/17 Entered 08/10/17 14:35:43 Desc Main Document Page 8 of 13 company—like directors of an insolvent corporation—owe fiduciary duties to creditors.10 In addition to the inequitable actions described above, the Committee has not seen evidence that the Debtors explored other strategic alternatives to GVMI’s proposed acquisition or attempted to obtain higher and better offers during the period of GVMI’s control. The conduct described in this Objection appears to demonstrate breaches of those fiduciary duties of care and loyalty, including by failing to (a) act in the same manner as a reasonably prudent person in their position would, and (b) make informed, good faith, rational decisions without the presence of a conflict of interest. (3) Breach of Good Faith and Fair Dealing 14. GVMI, and each of the mangers it appointed to GVH’s board, is a party to GVH’s Third Amended and Restated Operating Agreement. That operating agreement was instituted by GVMI upon acquiring its controlling equity interest and imposes upon each manager and GVH a covenant of good faith and fair dealing. The Debtors reasonably expected that GVMI would act in the best interests of the Debtors’ enterprise and not in its 10 See, e.g., JPMorgan Chase Bank, N.A. v. KB Home, 632 F. Supp. 2d 1013, 1027 (D. Nev. 2009) ("Although limited liability companies differ from corporations, the same policies of protecting creditors of insolvent corporations are applicable to the creditors of insolvent limited liability companies. … Because the justifications for the corporate insolvency exception are equally applicable to limited liability companies, the Court concludes the Nevada Supreme Court would extend the insolvency exception to limited liability companies."); Exec. Ctr. III, LLC v. Meieran, 823 F. Supp. 2d 883, 892 (E.D. Wis. 2011) (applying Wisconsin law and holding that the LLC members owed a common law fiduciary duty to the judgment creditor if the company in question was insolvent at the time of the breach and the company had ceased to act as a going concern); In re McCook Metals, L.L.C., 319 B.R. 570, 595 (Bankr. N.D. Ill. 2005) ("[T]he directors of an insolvent corporation are trustees for its creditors. They owe to the corporation's creditors the same fiduciary duties in dealing with its property that an executor would owe to creditors of a decedent's estate-they may not engage in self-dealing with, or make any personal profit from, the property that they administer. These corporate law principles are fully applicable to managers of insolvent limited liability companies.); In re SOL, LLC, No. 09-12684-BKC-AJC, 2012 WL 2673254, at *16 (Bankr. S.D. Fla. July 5, 2012) (finding that principals of the LLC owed a fiduciary duty to the LLC’s creditors once it became insolvent or was in the vicinity of insolvency); In re Mooney, No. 05-13392-JMD, 2007 WL 2403774, at *2 (Bankr. D.N.H. Aug. 17, 2007) (stating that the court would "assume that Massachusetts would impose a similar fiduciary duty on the members and managers of an insolvent limited liability company").-9-Case 4:17-bk-03351-SHG Doc 313 Filed 08/10/17 Entered 08/10/17 14:35:43 Desc Main Document Page 9 of 13 own self-interest (or, in the case of the GVMI-appointed managers, in the interest of GVMI). 15. Through the conduct described in this Objection, including, without limitation, taking advantage of their position to control implementation of the operating agreement, GVMI (and the GVMI-appointed managers as GVMI’s instrumentalities) breached promises that a reasonable person in the Debtors’ position would understand were due and expected, and interfered with the benefits to which the Debtors were entitled under the operating agreement. 16. Based on the above, the Committee plans to file a motion authorizing it to prosecute such claims on behalf of the Debtors’ estates. In the meantime, the Amended Disclosure Statement must conspicuously describe in detail these potential claims and causes of action. Without an understanding of the potential claims and cause of action being released, unsecured creditors cannot determine the significance of such releases or assess the impact such releases may have on creditor recoveries. B. Inadequate Information Concerning Substantive Consolidation 17. To address objections raised by the US Trustee and SQN, the Debtors and GVMI removed substantive consolidation from the Amended Plan. Rather than foreclose the issue completely, however, GVMI and the Debtors propose preserving the issue for determination post-plan confirmation. Given that a bankruptcy court’s jurisdiction diminishes post confirmation, 11 it is not clear post-plan substantive consolidation is even viable. Indeed, the Debtors and GVMI have not cited, nor could the Committee find, any authority supporting post-confirmation substantive consolidation. 11 See, e.g., Binder v. Price Waterhouse & Co., LLP (In re Resorts Int'l, Inc.), 372 F.3d 154, 165 (3d Cir. 2004) ("the scope of bankruptcy court jurisdiction diminishes with plan confirmation").-10-Case 4:17-bk-03351-SHG Doc 313 Filed 08/10/17 Entered 08/10/17 14:35:43 Desc Main Document Page 10 of 13 18. Even if post-confirmation substantive consolidation is within the bankruptcy court’s jurisdiction, the Amended Disclosure Statement lacks basic information concerning what substantive consolidation is, and what the potential post-confirmation ramifications would be. As a result, creditors are left to guess as to whether substantive consolidation might be appropriate in these cases, or how post-confirmation substantive consolidation would affect their potential recovery. The uncertainty surrounding substantive consolidation leaves unsecured creditors unable to make a reasonably informed decision about what they will receive under the Amended Plan. 12 C. Legal Standards for Disclosure Statement Approval 19. A disclosure statement must provide creditors with "adequate information" necessary for them to decide whether to accept a proposed plan.13 The purpose of a disclosure statement is to provide "information that is material, important, and necessary for creditors and shareholders to properly evaluate a plan and make a reasonable informed decision on the plan."14 At a minimum, a disclosure statement should describe "what treatment creditors can expect to receive,"15 and must present requisite information "in as focused, conspicuous, and straightforward a manner as possible.16 "Without information 12 For purposes of this Objection, the Committee is not taking a position on the merits of substantive consolidation. 13 Bankruptcy Code § 1125. 14 In re Microwave Products of Am., Inc., 100 B.R. 376, 378 (Bankr. W.D. Tenn. 1989); see also 11 U.S.C. §1125(a). 15 In re Forest Grove, LLC, 448 B.R. 729, 736 (Bankr. D.S.C. 2011) (denying approval of disclosure statement where proposed plan and disclosure statement did not provide adequate information). 16 In re McGoey, 2011 Bankr. LEXIS 1716 at *4-5 (Bankr. N.D. Cal. May 10, 2011).-11-Case 4:17-bk-03351-SHG Doc 313 Filed 08/10/17 Entered 08/10/17 14:35:43 Desc Main Document Page 11 of 13 sufficient to allow parties voting on the plan the opportunity to arrive at an independent and informed judgment, the disclosure statement cannot be approved."17 D. Plan Is Facially Unconfirmable 20. "[W]here a plan is on its face nonconfirmable, as a matter of law, it is appropriate for the court to deny approval of the disclosure statement...."18 Here, the Plan is facially unconfirmable for following reasons. (c) No "Market Test" of GVMI’s Acquisition – In 203 North LaSalle, the Supreme Court held: "A debtor’s pre-Bankruptcy equity security holders may not, over the objection of a senior class of impaired creditors, contribute new capital and receive ownership interests in the reorganized entity, when that opportunity is given exclusively to the old equity security holders under a plan adopted without consideration of alternatives."19 Here, the Amended Plan would permit the insider GVMI to effectively retain its ownership interests by acquiring substantially all of the Debtors’ assets without a market test or consideration of alternatives. (a) Impermissible Third Party Releases – Although disguised as exculpation related provisions, the Plan provides for third-party releases against GVMI and its affiliates. Specifically, § 9.2 of the Plan provides that holders of claims against or equity interests in the Debtors (defined along with others as the "Exculpating Parties") are deemed to have no claim against GVMI and its affiliates (defined along with others as the "Exculpated Parties") for "any post-petition acts or omissions relating to or arising out of these Chapter 11 Cases, the preparation for and administration of these Chapter 11 Cases, or the negotiation, execution, confirmation, consummation or administration of the Plan...." 17 In re East Redley Corp., 16 B.R. 429 (Bankr. E.D. Pa. 1982). 18 In re Arnold, 471 B.R. 578, 586 (Bankr. C.D. Cal. 2012) ("If, on the face of the plan, the plan could not be confirmed, then the Court will not subject the estate to the expense of soliciting votes and seeking confirmation."); Collier on Bankruptcy ¶ 1125.03[4] at 1125–23 (16th ed. 2011) ("most courts will not approve a disclosure statement if the underlying plan is clearly unconfirmable on its face"); In re Pecht, 57 B.R. 137, 139 (Bankr. E.D. Va.1986) ("Not only would allowing a nonconfirmable plan to accompany a disclosure statement, and be summarized therein, constitute inadequate information, it would be misleading and it would be a needless expense to the estate."). 19 Bank of Am. Nat’l Trust & Sav. Ass’n v. 203 N. LaSalle St. P’ship, 526 U.S. 434 (1999).-12-Case 4:17-bk-03351-SHG Doc 313 Filed 08/10/17 Entered 08/10/17 14:35:43 Desc Main Document Page 12 of 13 The Ninth Circuit has prohibited such third-party releases as a matter of law, concluding that bankruptcy courts lack the power under the bankruptcy code to discharge the liabilities of third parties. See Stratosphere Litig. L.L.C. v. Grand Casinos, Inc., 298 F.3d 1137, 1143 (9th Cir. 2002) ("[A] bankruptcy court cannot confirm a reorganization plan that discharges the liabilities of a third party."); In re Lowenschuss, 67 F.3d 1394, 1402 (9th Cir. 1995) ("This court has repeatedly held, without exception, that [11 U.S.C.] § 524(e) precludes bankruptcy courts from discharging the liabilities of non-debtors."). 21. There are other significant reasons that the Plan does not meet the requirements of Bankruptcy Code § 1129 for confirmation. The Committee will fully brief and argue its objections to confirmation of the Plan at the appropriate time in these proceedings. Dated: August 10, 2017 PERKINS COIE LLP By:/s/Bradley A. Cosman Bradley A. Cosman Jordan A. Kroop Richard M. Lorenzen 2901 North Central Avenue, Suite 2000 Phoenix, Arizona 85012-2788 602.351.8000 Counsel for Official Committee of Unsecured Creditors-13-Case 4:17-bk-03351-SHG Doc 313 Filed 08/10/17 Entered 08/10/17 14:35:43 Desc Main Document Page 13 of 13

Objection to Amended Disclosure Statement in Support of Debtors and GVMIs First Amended Joint Plan of Liquidation dated July 31, 2017 filed by JODY A. CORRALES of DECONCINI MCDONALD YETWIN & LACY P.C. on behalf of Padmon, LLC (related document(s) {{287}} Amended Disclosure Statement).

1 DECONCINI MCDONALD YETWIN & LACY, P.C. 2525 EAST BROADWAY BLVD., SUITE 200 T 2 UCSON, AZ 85716-5300 (520) 322-5000 (tel.) 3 (520) 322-5585 (fax) 4 Jody A. Corrales (AZ # 024869) jcorrales@dmyl.com 5 Attorneys for Padmon, LLC 6 IN THE UNITED STATES BANKRUPTCY COURT 7 FOR THE DISTRICT OF ARIZONA 8 In re: Proceedings Under Chapter 11 9 GV HOSPITAL MANAGEMENT, LLC ☒ Case No. 4:17-bk-03351-SHG 10 GREEN VALLEY HOSPITAL, LLC ☒ Case No. 4:17-bk-03353-SHG 11 GV II HOLDINGS, LLC ☒ Case No. 4:17-bk-03354-SHG 12 Debtors. (Jointly Administered) 13 This Filing Applies to: [Related to: Doc. No. 287] 14 ☒ All Debtors Hearing Date: August 15, 2017 ☐ Specified Debtor (identified above) Time: 3:00 p.m. 15 Location: 38 S. Scott Avenue Tucson, AZ 85701 Courtroom 329 16 17 OBJECTION TO DISCLOSURE STATEMENT IN SUPPORT OF DEBTORS’ AND GVMI’S FIRST AMENDED JOINT PLAN OF LIQUIDATION DATED JULY 31, 2017 18 19 Padmon, LLC ("Padmon"), a creditor and party-in-interest in the above-captioned 20 jointly administered bankruptcy cases, objects to the Disclosure Statement in Support of 21 Debtors’ and GVMI’s First Amended Joint Plan of Liquidation dated July 31, 2017 22 ("Amended Disclosure Statement") [Doc. No. 287] because the Amended Disclosure 23 Statement fails to inform creditors whether substantive consolidation of the bankruptcy 24 estates is proper under the circumstances and whether it will occur prior to confirmation. 25 Accordingly, the Amended Disclosure Statement fails to provide adequate information and 26 falls short of the standards required for compliance with § 1125 of the Bankruptcy Code. Page 1 of 3 Case 4:17-bk-03351-SHG Doc 314 Filed 08/10/17 Entered 08/10/17 17:00:41 Desc Main Document Page 1 of 3 1 Padmon’s concerns with the Amended Disclosure Statement pertain to the plan 2 proponents’ lack of a position with respect to substantive consolidation. The original 3 disclosure statement provided for substantive consolidation of the bankruptcy estates. See 4 Doc. No. 202, p. 25. However, the Amended Disclosure Statement has left it up to the 5 Liquidating Agent of the GVH Liquidating Trust to seek substantive consolidation "if 6 he/she deems it appropriate under the facts and circumstances." See Doc. No. 287, p. 47, ln. 7 18. Creditors need to know prior to voting on a plan whether the plan will provide for 8 substantive consolidation as the amount the creditors stand to receive under the proposed 9 plan will be dependent upon whether the assets and liabilities of the Debtors will be pooled DECONCINI MCDONALD YETWIN & LACY, P.C. 10 or not. 2525 East Broadway Blvd., Suite 200 11 Padmon is particularly interested in whether the estates will be substantively Tucson, AZ 85716-5300 12 consolidated because Padmon is one of only a few creditors listed in the schedules of 13 Debtor, Green Valley Hospital, LLC ("GVH"). Upon information and belief, in the Fall of 14 2016, substantially all of GVH’s assets, including the hospital building valued at 15 $47,400,000.00 [Doc. No. 93], were transferred to Debtor, GV Hospital Management, LLC 16 ("Management"). According to GVH’s Schedules of Assets and Liabilities [Doc. No. 41], 17 which were filed in the bankruptcy under penalty of perjury, GVH does not own any cash, 18 accounts receivable, or inventory. Accordingly, Padmon would most likely benefit from 19 substantively consolidated bankruptcy estates and would like to know prior to confirmation 1 20 whether the plan will provide for substantive consolidation. 21 Similarly, in the Fall of 2016, substantially all of GVH’s creditors, including 2 22 vendors and its alleged largest secured creditor, GVMI, were transferred to Management. 23 The plan proponents should be required to explain this in further detail. 24 1 If necessary, Padmon will most likely file a motion for substantive consolidation prior to plan confirmation as the factors necessary for substantive consolidation are undoubtedly present in this case as set forth in Alexander v. 25 Compton (In re Bonham), 229 F.3d 750, 763 (9th Cir. 2000) ("The primary purpose of substantive consolidation is to ensure the equitable treatment of all creditors."). 2 26 It is unknown why the vendors were transferred to Management as most of the vendors had contracts with GVH. In re GV Hospital Management, LLC; Case No. 4:17-bk-03351-SHG Page 2 of 3 I:\FILES\DOCS\PADM01\170270\PLDG\11N2463.DOCX Case 4:17-bk-03351-SHG Doc 314 Filed 08/10/17 Entered 08/10/17 17:00:41 Desc Main Document Page 2 of 3 1 WHEREFORE, Padmon respectfully requests that the Court deny approval of the 2 Amended Disclosure Statement until the plan proponents take a firm stance on whether 3 substantive consolidation is appropriate under the facts of this case. 4 RESPECTFULLY SUBMITTED this 10th day of August, 2017. 5 DECONCINI MCDONALD YETWIN & LACY, P.C. 6 By:/s/Jody A. Corrales (AZ #024869) 7 Jody A. Corrales, Esq. Attorneys for Padmon, LLC 8 ORIGINAL of the foregoing electronically filed this 10th day of August, 2017, with: 9 DECONCINI MCDONALD YETWIN & LACY, P.C. CLERK, UNITED STATES BANKRUPTCY COURT 10 DISTRICT OF ARIZONA https://ecf.azb.uscourts.gov 2525 East Broadway Blvd., Suite 200 11 COPIES of the foregoing mailed via electronic Tucson, AZ 85716-5300 12 or U.S. Mail this 10th day of August, 2017, to: 13 S. Cary Forrester FORRESTER & WORTH, PLLC 14 3636 N. Central Avenue, Suite 700 Phoenix, AZ 85012 15 scf@forresterandworth.com Attorneys for Debtors 16 17 Steven D. Jerome Jill H. Perrella 18 SNELL & WILMER LLP One Arizona Center 19 400 E Van Buren Phoenix, AZ 85004-2202 20 sjerome@swlaw.com 21 jperrella@swlaw.com Attorneys for Green Valley Medical Investments, LLP 22 Larry Watson 23 OFFICE OF THE U.S. TRUSTEE 230 N. First Avenue, Suite 204 24 Phoenix, AZ 85003 larry.watson@usdoj.gov 25 By/s/Mark P. Felix 26 In re GV Hospital Management, LLC; Case No. 4:17-bk-03351-SHG Page 3 of 3 I:\FILES\DOCS\PADM01\170270\PLDG\11N2463.DOCX Case 4:17-bk-03351-SHG Doc 314 Filed 08/10/17 Entered 08/10/17 17:00:41 Desc Main Document Page 3 of 3

Objection to Disclosure Statement in Support of Debtors and GVMIs First Amended Joint Plan of Liquidation Dated July 31, 2017 filed by LARRY L. WATSON of OFFICE OF THE U.S. TRUSTEE on behalf of U.S. TRUSTEE (related document(s) {{286}} Amended Chapter 11 Plan, {{287}} Amended Disclosure Statement).

ILENE J. LASHINSKY (#003073) United States Trustee District of Arizona LARRY L. WATSON (CA BAR No. 193531) Trial Attorney 230 N. First Ave, Suite 204 Phoenix, Arizona 85003 E-mail: larry.watson@usdoj.gov (602) 682-2607 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF ARIZONA In re: Chapter 11 GV HOSPITAL MANAGEMENT, LLC, Case Nos. 4:17-bk-03351-SHG 4:17-bk-03353-SHG Debtor. 4:17-bk-03354-SHG ___________________________________ In re: (Jointly Administered under Case No. 4:17-bk-03351-SHG) GREEN VALLEY HOSPITAL, LLC, Debtor. ___________________________________ HEARING DATE: August 15, 2017 In re: HEARING TIME: 3:00 p.m. (MST) GV II HOLDINGS, LLC, Debtor. UNITED STATES TRUSTEE’S OBJECTION TO DISCLOSURE STATEMENT IN SUPPORT OF DEBTORS’ AND GVMI’S FIRST AMENDED JOINT PLAN OF LIQUIDATION DATED JULY 31, 2017 The United States Trustee for the District of Arizona, Region 14, ("U.S. Trustee") by and through counsel, in furtherance of her duties and responsibilities under 28 U.S.C. § 586(a)(3) and (5), hereby respectfully submits this objection (the "Objection") to the above-captioned debtors’ ("Debtors") and Green Valley Medical Investments, LLLP’s ("GVMI") Disclosure Statement in Support of Debtors’ and GVMI’s First Amended Joint Plan of Liquidation Dated July 31, 2017 (the "Amended Disclosure Statement"). See Court’s docket entry number ("D.E. No.") 287. 1 Case 4:17-bk-03351-SHG Doc 315 Filed 08/10/17 Entered 08/10/17 20:51:42 Desc Main Document Page 1 of 15 MEMORANDUM OF POINTS AND AUTHORITIES Pursuant to 28 U.S.C. § 586, the U. S. Trustee is charged with the oversight of the administration of Chapter 11 cases. Under 11 U.S.C. § 307, the U.S. Trustee has standing to be heard on any issue in any case or proceeding under the United States Bankruptcy Code ("Bankruptcy Code"). Such oversight is part of the U.S. Trustee’s overarching responsibility to enforce the laws as written by Congress and interpreted by the courts. See United States Trustee v. Columbia Gas Systems, Inc. (In re Columbia Gas Systems, Inc.), 33 F.2d 294, 295-96 (3d Cir. 1994) (noting that the U.S. Trustee has "public interest standing" under 11 U.S.C. § 307 which goes beyond mere pecuniary interest); Morgenstern v. Revco D.S., Inc. (In re Revco D.S., Inc.), 898 F.2d 498, 500 (6th Cir. 1990) (describing the U.S. Trustee as a "watchdog"). On April 3, 2017, (the "Petition Date"), the Debtors filed voluntary petitions ("Petitions") for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Arizona (the "Court"). See D.E. No. 1. On June 15, 2017, the Debtors and GVMI filed their Disclosure Statement together with the accompanying Debtors’ and GVMI’s Joint Plan of Liquidation Dated June 15, 2017 ("Liquidating Plan"). See D.E. Nos. 201 and 202. The Court set a hearing regarding the Disclosure Statement for July 26, 2017 ("Hearing"). See D.E. No. 206. The U.S. Trustee filed previous objections to the prior Disclosure Statement in Support of Debtors’ and GVMI’s Joint Plan of Liquidation Dated June 15, 2017 (the "Disclosure Statement"). See Court’s docket entry number ("D.E. No.") 269. At the hearing on July 26, 2017, the Debtors withdrew their original Disclosure Statement and Liquidating Plan. In addition, the Debtors requested that the Court allow them to file the Amended Disclosure Statement and accompanying liquidating plan ("Amended Liquidating Plan") and have it heard on an expedited basis. The Court granted the Debtors request, setting an objection deadline for August 10, 2017, with a hearing date of August 15, 2017 at 3:00 p.m. (MST). 2 Case 4:17-bk-03351-SHG Doc 315 Filed 08/10/17 Entered 08/10/17 20:51:42 Desc Main Document Page 2 of 15 The Disclosure Statement Fails to Provide Adequate Information Disclosure statements are governed by 11 U.S.C. § 1125 of the United States Bankruptcy Code ("Bankruptcy Code"). The acceptance or rejection of a plan of reorganization may not be solicited until a disclosure statement containing adequate information is transmitted to claim holders. See 11 U.S.C. § 1125(b). Adequate information consists of information of a kind, and in sufficient detail, that essentially enables claimants to make an informed judgment about the plan. See 11 U.S.C. § 1125(a)(1). Courts have developed nineteen factors for evaluating the adequacy of the information contained in the disclosure statement. The most commonly cited version of the list of factors appears in In re Metrocraft Publ'g Servs., Inc., 39 B.R. 567 (Bankr. N.D. Ga. 1984); see also In re A.C. Williams Co., 25 B.R. 173, 176 (Bankr. N.D. Ohio 1982); In re Diversified Investors Fund XVII, 91 B.R. 559, 561 (Bankr. C.D. Cal. 1988). Borrowing factors from other cases, and adding a few of its own, the Metrocraft court listed nineteen factors for courts to consider when determining the adequacy of information in a proposed disclosure statement: 1. the circumstances that gave rise to the filing of a bankruptcy petition; 2. a description of the available assets and their value; 3. the anticipated future of the company; 4. the source of information stated in the disclosure statement; 5. disclaimer (i.e., a statement indicating that no statements or information concerning the debtor or its assets or securities are authorized other than those made in the disclosure statement); 6. the present condition of the debtor while in chapter 11; 7. the scheduled claims; 8. the estimated return to creditors under a chapter 7 liquidation; 9. the accounting method utilized to produce financial information and the name of the accountants responsible for such information; 10. he future management of the debtor; 11. the chapter 11 plan or a summary thereof; 12. the estimated administrative expenses, including professional fees; 13. the collectibility of accounts receivable; 3 Case 4:17-bk-03351-SHG Doc 315 Filed 08/10/17 Entered 08/10/17 20:51:42 Desc Main Document Page 3 of 15 14. financial information, data, valuations or projections relevant to the creditors' decision to accept or reject the chapter 11 plan; 15. information relevant to the risks posed to creditors under the plan; 16. the actual or projected realizable value from recovery of preferential or otherwise voidable transfers; 17. the existence, likelihood, and potential for recovery in nonbankruptcy litigation; 18. tax consequences of the plan; and 19. the relationship of the debtor with affiliates. Lack of Adequate Disclosure As with regard to the first Disclosure Statement and Liquidating Plan, the Amended Disclosure Statement and Amended Liquidating Plan continue to fail to provide adequate information and should be withheld by the Court pending proper amendments. Source of Financial Information The disclaimers provided for in the Amended Disclosure Statement regarding the validity of the information contained therein continue to raise concerns. See Amended Disclosure Statement at p. 3, line 20 through p. 4, line 23. Mr. Matuska indicated at the § 341 Meeting of Creditors that he and his team were having difficulty obtaining all of the information regarding creditors and that the former Managers(s) of the Debtors was still possibly in possession of important financial information. Mr. Matuska stated that this made it difficult, if not impossible, to determine exactly the creditors of each estate. To an extent, this issue can be abated through substantive consolidation. But questions will still remain as to the composition of the creditor body as a whole – including which creditors belong to which estate as a result of the transfer of the Hospital to GV Hospital Management in February 2017. In addition, the Plan Proponents need to provide greater detail as to how it is they have arrived at key financial components contained in the Amended Liquidating Plan and better identify the support that the Plan Proponents actually relied upon. Most notably, they provide a lengthy analysis of the Hospital’s post-petition financial performance in the Amended Disclosure Statement beginning at p. 28, line 9 and ending at p. 30, line 2. Certainly that analysis is derived from books and records that the Debtors’ current fiduciaries were responsible for creating and maintaining. The same can be said with regard to the Amended Liquidating Plan’s Exhibit 7-Liquidation Analysis. How did the Debtor arrive at the amount of Operating Cash, Value of 4 Case 4:17-bk-03351-SHG Doc 315 Filed 08/10/17 Entered 08/10/17 20:51:42 Desc Main Document Page 4 of 15 Real Property, Value of Personal Property and Collectible Accounts Receivables? Surely the Plan Proponents have adequate books and records that they themselves created to identify the amount of Operating Cash and value of current Accounts Receivables. And most certainly the Plan Proponents have current appraisals adequately supporting the alleged property values. These sources need to be readily identifiable in the Amended Disclosure Statement and available for review by the parties being asked to vote on the proposed Amended Liquidating. Impact of Substantive Consolidation The U.S. Trustee empathizes with the Plan Proponents in their attempts to address the substantive consolidation issues in this case. And at first blush, the undersigned trial attorney for the U.S. Trustee did agree with the Plan Proponents approach to deferring this issue to the Liquidating Trust. However, as pointed out by the Committee, there is substantial uncertainty as to whether substantive consolidation can occur outside of the plan confirmation process. This issue looms large for the creditor body. And as fiduciaries to these bankruptcy estates, the Debtors’ officers and directors need to perform an analysis as to whether substantive consolidation is necessary to ensure equitable distributions to creditors given the unique circumstances of these cases. On the one hand, the Debtors have struggled to obtain the full amount of information from prior management regarding estate assets and liabilities. So much so, as discussed above, that the Debtors’ fiduciaries have included broad disclaimers for any reliance upon such information. On the other hand, as admitted to by GVMI, under its exercise of control of the Debtors beginning in February 2017, the Hospital was transferred from Green Valley Hospital to GV Hospital Management, together with other assets. Yet, only some of the liabilities of GV Hospital followed, others did not. See Amended Disclosure Statement at p. 23, line 26 through p. 24, line 9. While no attempt apparently was made to look after the interests of creditors who were left behind in GV Hospital by the transfer of the Hospital to GV Hospital Management, GVMI took significant steps to attempt to prop up its own alleged security interest in the Hospital and related equipment. See Amended Disclosure statement at p. 24, FN 8 and 9. The U.S. Trustee posed the following question with regard to the first Disclosure Statement: "What potential damages, if any, might a substantive consolidation have on potential avoidance actions and other possible actions that are assets of these bankruptcy estates?" In light of the recent disclosures made by the Plan Proponents, this question now more than ever needs to 5 Case 4:17-bk-03351-SHG Doc 315 Filed 08/10/17 Entered 08/10/17 20:51:42 Desc Main Document Page 5 of 15 be answered. It certainly appears on its face that substantive consolidation is the appropriate avenue for these cases, and given the level of control that GVMI has asserted on the Debtors in these cases as both secured creditor and majority equity owner – the Plan Proponents should be providing a more lengthy analysis for creditors to make an informed decision as to how or when substantive consolidation should occur. Description of Available Assets of the Debtors The Plan Proponents continue to fail to adequately describe the assets of the estates and the values assigned to them. No analysis of the going concern value of the Hospital’s operations, the related real property, or the personal property of the estates is provided in either the Amended Disclosure Statement or the Amended Liquidating Plan. As discussed above, how did the Plan Proponents arrive at the values included in their Liquidation Analysis? At a minimum, they should be providing references to appraisals for real property and personal property. Were these valuations the product of an independent third party? On what basis were the appraisals obtained (e.g. DCF, highest and best use, etc.). Creditors need this information so that they can make a reasoned determination if the sale contemplated under the Amended Liquidating Plan to GVMI is in their best interests. The Value of Article 5 and other Litigation Claims Most importantly, the Plan Proponents make no attempt to quantify the value of the Excluded Assets that will be left behind in the Liquidating Trust for the benefit of the bankruptcy estate. The Debtors in particular need to make a reasonable attempt to identify potential causes of action and the values related to them. This also requires the Debtors to identify potential sources of payment for related causes of action, including all Director and Officer Liability policies that existed from the inception of these entities. Given the recent disclosure of the attempts by GVMI to fully secure its position on the eve of bankruptcy – this is an especially important issue in these cases. Description of the Sale This entire Amended Liquidating Plan is still predicated upon the sale of the Hospital and related assets to GVMI through a $64.8 million credit bid. There are three primary deficiencies with the Debtors’ and GVMI’s description of the proposed sale in the Liquidating Plan:  it is based upon the mere assertion of GVMI that it has a valid secured claim of $64.8 million; 6 Case 4:17-bk-03351-SHG Doc 315 Filed 08/10/17 Entered 08/10/17 20:51:42 Desc Main Document Page 6 of 15  it fails in adequately describe what it is that GVMI is actually purchasing; and  (as previously discussed above) it fails to describe the value of the assets that are being purchased. The Disclosure Statement and accompanying Liquidating Plan have to be based upon more than the mere assertions of GVMI. GVMI needs to actually file a valid proof of claim that is supported by adequate documentation for creditors to review and that is referenced so that creditors can review the claim for themselves. The Amended Disclosure Statement continues to hide the ball in a footnote on the proposed releases of GVMI through the sale process. Further, the proposed description provides dubious facts that should not be relied upon by creditors: Acquired Avoidance Actions and Acquired Litigation Claims include claims against the MOBs, GVHCOA, GVMI, GVMI’s Affiliates, GVH Board, Newco and/or Debtor’s Professionals. Debtors are not aware of any actionable claims against these entities and therefore ascribe no value to these assets at this time, with one exception: GVMI’s security interest in the accounts receivable and other personal property of Management was perfected in the preference period and may be avoidable. However, those assets are covered by Lateral’s lien and GVMI’s adequate protection lien, and GVMI and/or Newco will contribute more than their realizable value to fund the Plan. See Amended Disclosure Statement at p. 41, FN 17 (emphasis added). All the Plan Proponents had to do to resolve this issue was clearly and articulately state the releases that were being sought. Something along the lines of: As part of the sale process, GVMI intends to purchase causes of action that may exist against itself and its subsidiaries. This part of the purchase will act a release of liability from third party claimants, including creditors. The following Amended Liquidating Plan provisions provide for this release: 2.1 Acquired Assets. This term will refer to and mean all of the Debtors’ assets, including without limitation, (i) all of the Estate Assets; (ii) all assets listed in the Debtors’ Schedules; (iii) all business licenses; (iv) all intellectual property, including trademarks, trade names, copyrights, and service marks; (v) all personal property located on or at the Hospital; (v) all of the 7 Case 4:17-bk-03351-SHG Doc 315 Filed 08/10/17 Entered 08/10/17 20:51:42 Desc Main Document Page 7 of 15 Debtors’ Cash; (vii) all of the Debtors’ rights, title and interest in real property and fixtures; (viii) the Debtors’ operations at the Hospital; (ix) Acquired Avoidance Actions and Acquired Litigation Claims; (x) all intercompany claims by and between GVH and its debtor and non-debtor subsidiaries; and (xi) the specific assets listed on Schedule 1 attached to the Plan. This term specifically excludes all of the Excluded Assets. See Amended Liquidating Plan, p. 1, lines 18 – 23 (emphasis added). 2.2 Acquired Avoidance Actions. This term will refer to and mean all statutory causes of actions under Bankruptcy Code, including but not limited to §§ 506, 510, 542, 543, 544, 547, 548, 549, 550 and 1123(b) of the Bankruptcy Code, that the Debtors and their Estates may have against Debtors, MOBs, GVCM, GVMI, GVMI’s Affiliates, GVH Board, Newco and/or Debtor’s Professionals. See Amended Liquidating Plan, p. 1, lines 24-26. 2.3 Acquired Litigation Claims. This term will refer to and mean all rights, claims, liens, liabilities, obligations, actions, causes of action, avoiding powers, proceedings, debts, contracts, judgments, offsets, damages and demands whatsoever in law or in equity, whether known or unknown, contingent or otherwise, that the Debtors and their Estates may have against GVH, GVII, Management, MOBs, GVCM, GVMI, GVMI’s Affiliates, GVH Board, Newco and/or Debtor’s Professionals. See Liquidating Plan, p. 2, lines 1 – 4. The Plan Proponents not only failed to clarify the proposed releases sought to be purchased by GVMI, they further muddied the waters. How exactly is it, if in fact GVMI’s secured interest is avoidable, that GVMI somehow has been provided an adequate protection lien as to that secured interest and can seek a super-priority claim against the estate? Finally, by the analysis recently provided in the Committee’s Objection to Disclosure Statement in Support of Debtors’ and GVMI’s First Amended Joint Plan of Liquidation Dated July 31, 2017 it is clear that the Plan Proponents have not done a good job of identifying what causes of action are proposed to be acquired by GVMI and the potential value of those claims. Clearly the Acquired Avoidance Actions and Acquired Litigation Claims have significant value to GVMI. Yet, the Debtors and GVMI fail to provide any valuation to creditors regarding these claims that they seek to purchase. The Amended Disclosure Statement needs to be supplemented to include this analysis and valuation. 8 Case 4:17-bk-03351-SHG Doc 315 Filed 08/10/17 Entered 08/10/17 20:51:42 Desc Main Document Page 8 of 15 The Amended Liquidating Plan is Unconfirmable On Its Face In addition to determining whether the Amended Disclosure Statement provides adequate information to creditors, the U.S. Trustee asserts that the Court should also find that this Amended Disclosure Statement should be withheld as the accompanying Amended Liquidating Plan is not confirmable on its face. See, In re Beyond.com Corp., 289 B.R. 138 (N.D. Cal. 2003) (noting disapproval of a disclosure statement is appropriate when the "underlying plan is patently unconfirmable")(citations omitted); In re Curtis Ctr. L.P., 195 B.R. 631 (Bankr. E.D. Pa. 1996) ("A disclosure statement should be disapproved where the plan it describes is patently unconfirmable."); In re Felicity Assocs., 197 B.R. at 14 (observing that courts may consider and rule on substantive plan issues prior to confirmation, where proposed plan is unconfirmable "on its face"); In re O'Leary, 183 B.R. 338 (Bankr. D. Mass. 1995) (noting courts may refuse to approve disclosure statements that describe plans that cannot be confirmed); In re Market Square Inn, 163 B.R. 64 (Bankr. W.D. Pa. 1994) (concluding that where a plan was not capable of confirmation, it is "appropriate to refuse approval of the disclosure statement"); In re Moorpark Adventure, 161 B.R. 254 (Bankr. C.D. Cal. 1993) (denying approval of the debtor's disclosure statement when the court determined that the plan could not be confirmed due to the debtor's separate classification of an unsecured deficiency claim for the sole purpose of gerrymandering votes); In re 266 Washington Assocs., 141 B.R. 275, 288 (Bankr. E.D.N.Y. 1992). aff'd 147 B.R. 827 (E.D.N.Y. 1992) (classification of unsecured portion of partially secured claim in a separate class rendered plan "fatally flawed and incapable of confirmation"); In re E. Me. Elec. Co-op., Inc., 125 B.R. 329, 333 (Bankr. D. Me. 1991) (finding if confirmation is impossible because of a "fatally flawed" plan, court should exercise its discretion not to consider adequacy of disclosure); In re Cardinal Congregate I, 121 B.R. at 764 (observing that disapproval of disclosure statement may be appropriate if it describes a plan that is "fatally flawed"); In re Filex, Inc., 116 B.R. 37 (Bankr. S.D.N.Y. 1990) (denying approval of a disclosure statement where parties admitted the plan was not confirmable); In re Century Inv. Fund VIII, L.P., 114 B.R. 1003 (Bankr. E.D. Wis. 1990) (noting that the court may properly disapprove disclosure statement if plan is not confirmable on its face). 9 Case 4:17-bk-03351-SHG Doc 315 Filed 08/10/17 Entered 08/10/17 20:51:42 Desc Main Document Page 9 of 15 Key Provisions that Make the Amended Liquidating Plan Unconfirmable Automatic Stay The proposed provision is overreaching. It is well understood that a corporate debtor will not receive a discharge if the plan calls for the liquidation of substantially all of the debtor’s assets. See 11 U.S.C. § 1141(d)(3). Instead, creditors and other parties in interest to these bankruptcy proceedings who are parties to the plan confirmation process are subject to the plan’s provisions. Any action by the parties subject to the confirmation process that is contrary to the Court’s confirmation order, are barred. The automatic stay provisions of the bankruptcy code lapse upon the closing of the case, while the injunctive provisions of the plan remain in place. Exculpation, Limitations of Liability and Purchase of Claims The Debtors and GVMI cannot extend the statutory protections beyond what is stated in the Bankruptcy Code. If the Debtors and GVMI want to recite the exact provision of 11 U.S.C. § 1125(e) the U.S. Trustee has no objection. The reference to § 1125(e) should be placed in its own paragraph marked as the 1125(e) Safe Harbor Provision. The exculpation and limitations on liability clauses as drafted in the Amended Disclosure Statement and Amended Liquidating Plan, together with the attempts to purchase avoidance and litigation claims against the Plan Proponents and their related non-debtor third parties, are in violation of 11 U.S.C. § 524(e). The Ninth Circuit Court of Appeals ("Ninth Circuit") has historically disfavored the exculpation of non-debtors from liabilities to third parties through confirmation of a chapter 11 plan. To the extent 11 U.S.C. § 524(e) applies, the Ninth Circuit holds that a bankruptcy court cannot exercise its powers pursuant to 11 U.S.C. § 105(a) to excuse a debtor and its professionals from negligent acts and breaches of fiduciary duty during the course of a bankruptcy proceeding. The Ninth Circuit does not stand alone with regard to this position. The Fifth Circuit also agrees that no such Exculpation can stand to the extent 11 U.S.C. § 524(e) is applicable. The Ninth Circuit Standard The analysis of the Ninth Circuit’s decisions pertaining to injunctions, releases and exculpations contained in a plan confirmed by a bankruptcy court (the "Ninth Circuit Standard") begins with In re American Hardwoods, 885 F.2d 621 (9th Cir. 1989). American Hardwoods focused on § 105 of the Bankruptcy Code, which the Court concluded "does not authorize relief inconsistent with more specific law." Id. at 625, citing with approval In re 10 Case 4:17-bk-03351-SHG Doc 315 Filed 08/10/17 Entered 08/10/17 20:51:42 Desc Main Document Page 10 of 15 Golden Plan of California, Inc., 829 F.2d 705, 713 (9th Cir. 1986); and Johnson v. First National Bank of Montevideo, Minnesota, 719 F.2d 270, 273 (8th Cir. 1983), cert. denied 465 U.S. 1012 (1984). To quote the Ninth Circuit in American Hardwoods: As succinctly explained in Underhill v. Royal, 769 F.2d 1426 (9th Cir. 1985): Generally, discharge of the principal debtor in bankruptcy will not discharge the liabilities of codebtors or guarantors.... [Section 524(e)] of the 1978 Bankruptcy Reform Act was a reenactment of Section 16 of the 1898 Act which provided that "[t]he liability of a person who is a co-debtor with, or guarantor or in any manner a surety for, a bankrupt shall not be altered by the discharge of such bankrupt." Act of July 1, 1898, ch. 541, § 16, 30 Stat. 550 (formerly codified at 11 U.S.C. § 34 (1976)). In addition, the Bankruptcy Act of 1898, as amended, provided that a corporation's discharge in bankruptcy "shall not release its officers, the members of its board of directors or trustees or of other similar controlling bodies, or its stockholders or members, as such, from any liability under the laws of a State or of the United States." Act of June 22, 1938, ch. 575, § 4(b), 52 Stat. 845 (formerly codified at 11 U.S.C. § 22(b) (1976)). Thus, under the old Act, stockholders or directors could remain liable for substantive violations despite discharge of the corporate entity. 1A J. Moore COLLIER ON BANKRUPTCY ¶ 16.14, at 1551 (14th ed. 1978). Id. at 1432; see also id. ("The bankruptcy court `has no power to discharge the liabilities of a bankrupt's guarantor.'"), quoting Union Carbide Corp. v. Newboles, 686 F.2d 593, 595 (7th Cir.1982); id. ("`The bankruptcy court can affect only the relationships of debtors and creditor. It has no power to affect the obligations of guarantors.'"), quoting R.I.D.C. Industrial Development Fund v. Snyder, 539 F.2d 487, 490 n. 3 (5th Cir.1976), cert. denied, 429 U.S. 1095, 97 S.Ct. 1112, 51 L.Ed.2d 542 (1977). Section 524(e), therefore, limits the court's equitable power under Section 105 to order the discharge of the liabilities of nondebtors[.] American Hardwoods, 885 F.2d at 625-26. In In re Lowenschuss, 67 F.3d 1394 (9th Cir. 1995), the Ninth Circuit again revisited the scope of § 524(e) and reiterated "that bankruptcy courts do not have the equitable power under § 105(a) to discharge the liabilities of nondebtors through chapter 11 plan confirmation, contrary to the provisions of § 524(e)." Id. at 1401-02. The Ninth Circuit clarified that in American Hardwoods, it "expressly declined to adopt the approach set forth in In re A.H. Robins[.]" Id. at 1402. (emphasis added) 11 Case 4:17-bk-03351-SHG Doc 315 Filed 08/10/17 Entered 08/10/17 20:51:42 Desc Main Document Page 11 of 15 When the Ninth Circuit Standard is applied properly, non-debtors cannot validly limit their liabilities to third parties through the plan confirmation process. In finding that it was bound by the foregoing Ninth Circuit Standard, the court in In re WCI Cable, 282 B.R. 457, 477 (Bankr. D.Or. 2002), stated: "‘... holding a fiduciary harmless for its own negligence is shockingly inconsistent with the strict standard of conduct for fiduciaries,’" citing In re Allegheny Intern., Inc., 100 B.R. 244, 246-47 (Bankr. W.D. Pa. 1989). The exculpation being sought in WCI Cable was a blanket quasi immunity protecting non-debtors, including the debtor’s officers, directors, agents, and professionals, from liability to third parties for any acts or omissions with respect to the bankruptcy proceedings, except for willful misconduct or gross negligence. WCI Cable, 282 B.R. at 477. The WCI Cable court rejected the blanket quasi immunity provision as it did not comply with 11 U.S.C. §524(e). The court stated: "I am prepared to approve the WCI Group Exculpation Clause as complying with applicable provisions of the Bankruptcy Code for purposes of § 1129(a)(1), but only if the exculpation exceptions are extended to cover negligence and breaches of fiduciary duty as well as gross negligence and willful misconduct..." 282 B.R. at 479-80. The Fifth Circuit Court of Appeals ("Fifth Circuit") has historically stood in accord with the Ninth Circuit Standard. When faced with an exculpation clause seeking the same blanket quasi immunity as the exculpation, limitations on liability and attempts to purchase claims in this instant case, limiting the liabilities of a debtor’s insiders, estate professionals and non-debtor plan proponents to gross negligence and willful misconduct for post-petition conduct, the Fifth Circuit did not waiver. In In re Pacific Lumber Co., 584 F.3d 229 (5th Cir. 2009), numerous parties filed competing plans of reorganization. In the end, the debtor withdrew its plan and the bankruptcy court confirmed a plan of reorganization comprised of those proposed by a competitor of one of the debtors and one of the debtors’ secured lenders, who also provided funding for working capital and exit financing to fund the reorganized debtor’s ongoing operations and the plan. On appeal, the plan proponents insisted that "the release clause is part of their bargain because without the clause neither company would have been willing to provide the plan's financing." In re Pacific Lumber Co., 584 F.3d at 251-252. The Fifth Circuit struck down the provision stating: 12 Case 4:17-bk-03351-SHG Doc 315 Filed 08/10/17 Entered 08/10/17 20:51:42 Desc Main Document Page 12 of 15 "[N]othing in the record suggests that MRC/Marathon, the Committee, or the Debtors' officers and directors were co-liable for the Debtors' pre-petition debts. Instead, the bargain the proponents claim to have purchased is exculpation from any negligence that occurred during the course of the bankruptcy." See id. at 252. (emphasis added) The Fifth Circuit went on to state:... We see little equitable about protecting the released non-debtors from negligence suits arising out of the reorganization. In a variety of contexts, this court has held that Section 524(e) only releases the debtor, not coliable third parties. See, e.g., In re Coho Resources,Inc., 345 F.3d 338, 342 (5th Cir.2003); Hall v. National Gypsum Co., 105 F.3d 225, 229 (5th Cir.1997); Matter of Edgeworth, 993 F.2d 51, 53–54 (5th Cir.1993); Feld v. Zale Corporation, 62 F.3d 746 (5th Cir.1995). These cases seem broadly to foreclose non-consensual non-debtor releases and permanent injunctions. Pacific Lumber Co., 584 F.3d at 252. (emphasis added) In closing out its position on the issue the Fifth Circuit held: There are no allegations in this record that either MRC/Marathon or the Debtors' officers or directors were jointly liable for any of [Debtors’] pre-petition debt. They are not guarantors or sureties, nor are they insurers. Instead, the essential function of the exculpation clause proposed here is to absolve the released parties from any negligent conduct that occurred during the course of the bankruptcy. The fresh start § 524(e) provides to debtors is not intended to serve this purpose. Id. at 252-253. (emphasis added) The Debtors and GVMI may attempt to argue that the exculpations and releases escape scrutiny under 524(e) by arguing that they have stepped into the shoes of a chapter 11 trustee pursuant to 11 U.S.C. § 1107. However, even if the Court were to accept that § 1107 was applicable, any protection allowed under that section would:  only apply to the Debtors’ fiduciaries and bankruptcy professionals – GVMI and its affiliates, etc. would be excluded;  be subject to the Ninth Circuit’s allowance for application of quasi-immunity;  be limited in time from the date of the filing of the Petitions through the date of confirmation; 13 Case 4:17-bk-03351-SHG Doc 315 Filed 08/10/17 Entered 08/10/17 20:51:42 Desc Main Document Page 13 of 15  be subject to the applicable quasi-immunity standard for bankruptcy trustees in the Ninth Circuit (See, In re Cochise College Park, Inc., 703 F.2d 1339, 1357 (9th Cir. 1983); In re Jacksen, 105 B.R. 542, 544 (9th Cir. BAP 1989); In re Kashani, 190 B.R. 875, 883 (9th Cir BAP); and In re Castillo, 248 B.R. 153, 157 (9th Cir BAP 2000).  not apply to acts in the ordinary business course taken by the Debtors’ fiduciaries during the bankruptcy proceedings. Clearly the discharge, releases, exculpation, limitations on liability, and sale provisions allowing for the purchase of avoidance and litigation claims, as described in the Amended Disclosure Statement and Amended Liquidating Plan, do not meet the foregoing criteria and make the Liquidating Plan facially unconfirmable. Application of 203 North LaSalle The Committee is correct in their argument that GVMI is skirting the "Market Test" as imposed by the United States Supreme Court in Bank of Am. Nat’l Trust & Sav. Ass’n v. 203 N. LaSalle St. P’ship, 526 U.S. 434 (1999). Absent the Debtors waiving exclusivity, GVMI must prove up – as an insider and controlling equity holder of the Debtors-that it is providing the required level of "New Value" by acquiring substantially all of the Debtors’ assets through a closed sale process. Trust Agreement The U.S. Trustee is concerned regarding the proposed Trust Agreement included in the Amended Disclosure Statement. Usually in cases of this nature, the Plan Proponents would work cooperatively with the creditor constituencies to identify the trustee candidate, develop the mechanisms for trustee oversight (usually an advisory board) and negotiate trustee compensation. The Plan Proponents have not involved the Committee at any level on this issue. In speaking with Committee counsel, the U.S. Trustee understands that the Committee shares this concern. The U.S. Trustee would request that the Plan Proponents make it clear that the attached agreement is merely an initial proposal, that the proposed Trust Agreement is not final and is subject to review by the Committee and other applicable creditor constituencies. WHEREFORE, based upon all of the foregoing, the U.S. Trustee requests the Court to withhold the Disclosure Statement pending required amendments. 14 Case 4:17-bk-03351-SHG Doc 315 Filed 08/10/17 Entered 08/10/17 20:51:42 Desc Main Document Page 14 of 15 RESPECTFULLY SUBMITTED this 10th day of August, 2017. ILENE J. LASHINSKY United States Trustee District of Arizona/s/Larry L. Watson LARRY L.WATSON Trial Attorney 15 Case 4:17-bk-03351-SHG Doc 315 Filed 08/10/17 Entered 08/10/17 20:51:42 Desc Main Document Page 15 of 15

Application for FRBP 2004 Examination of Green Valley Medical Investments, LLLP filed by ROBERT M CHARLES JR of LEWIS ROCA ROTHGERBER CHRISTIE LLP on behalf of SQN Asset Finance (Guernsey) Limited, SQN Asset Finance Income Fund Ltd.

1 Lewis Roca Rothgerber Christie LLP 201 East Washington Street, Suite 1200 Phoenix, AZ 85004-2595 2 Telephone: 602.262.5311 3 Susan M. Freeman (State Bar No. 004199) Direct Telephone: 602.262.5756 Email: sfreeman@lrrc.com 4 Robert M. Charles, Jr. (State Bar No. 007359) Direct Telephone: 520.629.4427 5 Direct Facsimile: 520.879.4705 Email: rcharles@lrrc.com 6 Attorneys for SQN Asset Finance Income Fund Ltd. and SQN Asset Finance (Guernsey) Limited 7 UNITED STATES BANKRUPTCY COURT 8 DISTRICT OF ARIZONA 9 In re: Chapter 11 Cases 10 GV Hospital Management, LLC, Jointly Administered 11 201 East Washington Street, Suite 1200 Debtor. Case No. 4:17-bk-03351-SHG 12 In re: Case No. 4:17-bk-03353-SHG Case No. 4:17-bk-03354-SHG 13 Green Valley Hospital, LLC, Phoenix, AZ 85004-2595 14 Application For Rule 2004 Examination Debtor. Of Green Valley Medical Investments, 15 In re: LLLP 16 GV II Holdings, LLC, Date: Ex parte Time: Ex parte 17 Debtor. This filing applies to: 18  All Debtors 19  GV Hospital Management, LLC  Green Valley Hospital, LLC 20  GV II Holdings, LLC 21 SQN Asset Finance (Guernsey) Limited ("SQN") pursuant to Rule 2004 of the Federal 22 Rules of Bankruptcy Procedure, applies to this Court for an Order directing a Rule 2004 23 examination of one or more designated representatives of Green Valley Medical Investments, 24 LLLP ("GVMI") and production of related documents. This motion is supported by the 25 following memorandum. 26 27 28 Case 4:17-bk-03351-SHG Doc 317 Filed 08/11/17 Entered 08/11/17 14:39:03 Desc Main Document Page 1 of 6 101752185_2 1 Memorandum 2 1. Jurisdiction 3 This Court has jurisdiction over this Application pursuant to 28 U.S.C. §§ 157 and 1334. 4 Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. The predicate for the relief sought 5 herein is § 105 of Title 11 of the United States Bankruptcy Code and Rule 2004. 6 2. Background 7 On April 3, 2017, Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy 8 Code. Pursuant to §§ 1107(a) and 1108 of the Bankruptcy Code, Debtors are managing their assets and 9 properties as debtor-in-possession. SQN is the second largest creditor of Debtors; GVMI is the largest. 10 SQN has sought stay relief to commence foreclosure of its lien on undeveloped land owned by 11 debtor GV II Holdings, LLC. Debtor objected, thus putting the matter at issue for the Court. 201 East Washington Street, Suite 1200 12 On June 15, 2017, Debtors and GVMI filed their Joint Plan Of Liquidation Dated June 15, 2017 13 (the "Plan") and a proposed Disclosure Statement. The Disclosure Statement acknowledges "GVH Phoenix, AZ 85004-2595 14 financed the purchase of medical equipment with the proceeds of $13.8 million in loans from SQN 15 Asset Finance (Guernsey) Limited ("SQN"), which continues to hold a first-priority lien on most of the 16 Hospital’s equipment. As a condition of this financing, SQN required, and GVMI agreed to subordinate 17 its blanket lien in GVH’s assets to SQN’s first position lien in the equipment, as well as in the 9.36 acres 18 of excess land owned by GVII and GVCM." 19 Prior to and during the bankruptcy case GVMI has exercised extraordinary control over Debtors. 20 Yet that control reached a new level on July 31, 2017 with the filing of Debtors’ And GVMI’s First 21 Amended Joint Plan Of Liquidation Dated July 31, 2017 (the "Amended Plan"). The Amended Plan is a 22 breathtaking transfer of value from SQN to GVMI. Under the Amended Plan, GVMI effectively 23 converts its subordinate lien into ownership of "Newco", consolidates GHII and GVH, writes down the 24 SQN claims to the value of the collateral as determined by the Court, apparently converts the SQN debt 25 into nonrecourse debt, and allows Newco to reduce the debt by surrendering equipment. If SQN makes 26 the 1111 election, which apparently must be made as if the Debtors were consolidated, its equipment 27 collateral will be dribbled out of the hospital at Newco’s discretion over a year. The unsecured 28 deficiency claim has no certain prospect of any material payment. Case 4:17-bk-03351-SHG Doc 317 Filed 08/11/17 Entered 08/11/17 14:39:03 Desc Main Document 2 Page 2 of 6 101752185_2 1 3. Relief Requested And Basis Therefor 2 Bankruptcy Rule 2004(a) provides, in pertinent part, that "[o]n motion of any party in 3 interest, the court may order the examination of any entity."1 Rule 2004(b) states that the 4 examination may relate to, among other things, "the acts, conduct, or property or to the 5 liabilities and financial condition of the debtor, or to any matter which may affect the 6 administration of the debtor’s estate, or the debtor’s right to a discharge."2 7 A Rule 2004 examination may be used by a party to evaluate the existence of the 8 availability of assets of the estate.3 In addition, Rule 2004 examinations may be used by a party 9 to evaluate the existence of potential claims belonging to a debtor’s estate, primarily because 10 claims of the debtor are considered assets of the estate.4 11 SQN believes GVMI possesses, or should possess, documents that are responsive to one 201 East Washington Street, Suite 1200 12 or more of the documents requested in Exhibit A attached to the proposed order submitted with 13 this motion. Further, a designated representative of GVMI should be able to answer questions concerning such documents and the associated topics. Phoenix, AZ 85004-2595 14 15 SQN requests that the Court enter an Order under Rule 2004 permitting SQN to examine 16 one or more representatives of GVMI upon not less than ten days’ written notice, at the Tucson 17 offices of Lewis Roca Rothgerber Christie LLP (unless the parties agree to a different date and 18 time) and ordering such representatives of GVMI to appear for examination. 19 In addition, SQN respectfully requests that the Court enter an Order under Rule 2004 20 requiring that GVMI produce the documents requested in Exhibit A attached hereto, at the 21 offices of Lewis Roca Rothgerber Christie LLP within a reasonable time after service of this 22 motion (not more than 30 days). 23 1 Fed. R. Bankr. P. 2004(a). 24 2 Fed. R. Bankr. P. 2004(b). 25 3 See, e.g., In re Ionosphere Clubs, Inc., 156 B.R. 414, 432 (S.D.N.Y. 1993), aff’d 17 F.3d 600 (2d Cir. 1994); In re Coffee Cupboard, Inc., 128 B.R. 509, 514 (Bankr. E.D.N.Y. 1991) ("The purpose of a Rule 26 2004 examinations [sic] is'to show the condition of the estate and to enable the Court to discover its 27 extent and whereabouts, and to come into possession of it, that the rights of the creditor may be preserved.’"). 28 4 See, e.g., In re Table Talk, Inc., 51 B.R. 143, 146 (Bankr. D. Mass. 1985). Case 4:17-bk-03351-SHG Doc 317 Filed 08/11/17 Entered 08/11/17 14:39:03 Desc Main Document 3 Page 3 of 6 101752185_2 1 SQN commits to coordinate with counsel for Debtors, GVMI, and the Official Committee 2 of Unsecured Creditors, to avoid duplication of effort and unnecessary expense. 3 For these reasons, SQN respectfully requests that this Motion be granted and that the 4 Court enter its Order in substantially the form submitted herewith. 5 DATED August 11, 2017. 6 LEWIS ROCA ROTHGERBER CHRISTIE LLP 7 By:/s/Robert M. Charles, Jr. (007359) 8 Susan M. Freeman Robert M. Charles, Jr. 9 Counsel for SQN Asset Finance Income Fund Ltd. and SQN Asset Finance (Guernsey) Limited 10 11 201 East Washington Street, Suite 1200 12 13 Phoenix, AZ 85004-2595 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 4:17-bk-03351-SHG Doc 317 Filed 08/11/17 Entered 08/11/17 14:39:03 Desc Main Document 4 Page 4 of 6 101752185_2 1 CERTIFICATE OF SERVICE 2 I certify that on August 11, 2017, I electronically transmitted the attached document to the Clerk’s Office using the CM/ECF System for filing and transmittal of a Notice of Electronic Filing to 3 the following registrants: 4 PATRICK A CLISHAM on behalf of Creditor GVH Mexinvestors, LLC; Vantage FBA Daniel L. Poppe IRA; Ruben Araiza, and Laura Esther Araiza 5 pac@eblawyers.com, cks@eblawyers.com,bdp@eblawyers.com,klm@eblawyers.com 6 JODY A. CORRALES on behalf of Creditor Padmon, LLC jcorrales@dmyl.com, mfelix@dmyl.com 7 BRADLEY A COSMAN on behalf of Creditor Committee OFFICIAL COMMITTEE OF 8 UNSECURED CREDITORS BCosman@perkinscoie.com, SCarnall@perkinscoie.com,DocketPHX@perkinscoie.com 9 STEVEN M COX on behalf of Creditor Green Valley Domestic Water Improvement District 10 smcox@wechv.com, lcollins@wechv.com 11 DEAN M. DINNER on behalf of Creditor James R. McDowell dean.dinner@sackstierney.com, samanta.rivera@sackstierney.com,Sandra.dousdebes@sackstierney.com,Kara.Schrader@SacksTierney. 201 East Washington Street, Suite 1200 12 com 13 Christopher J. Dylla on behalf of Creditor ARIZONA DEPARTMENT OF REVENUE christopher.dylla@azag.gov, Phoenix, AZ 85004-2595 14 bankruptcyunit@azag.gov,hua.qin@azag.gov,michelle.schlosser@azag.gov 15 DENISE ANN FAULK on behalf of Creditor United States of America on behalf of IRS denise.faulk@usdoj.gov, lisa.startup@usdoj.gov,pamela.vavra@usdoj.gov 16 S. CARY FORRESTER on behalf of Debtor GREEN VALLEY HOSPITAL, LLC 17 scf@forresterandworth.com, mdb@forresterandworth.com,r50942@notify.bestcase.com 18 S. CARY FORRESTER on behalf of Debtor GV HOSPITAL MANAGEMENT, LLC scf@forresterandworth.com, mdb@forresterandworth.com,r50942@notify.bestcase.com 19 S. CARY FORRESTER on behalf of Debtor GV II HOLDINGS, LLC 20 scf@forresterandworth.com, mdb@forresterandworth.com,r50942@notify.bestcase.com 21 SUSAN N. GOODMAN on behalf of Health Care Ombudsman SUSAN N. GOODMAN sgoodman@mcrazlaw.com, ecfbk@mcrazlaw.com,tdahl@mcrazlaw.com,doesterle@mcrazlaw.com 22 JILL MORTON HULSIZER on behalf of Creditor AB Staffing Solutions, LLC 23 jhulsizer@ABstaffing.com 24 STEVEN D. JEROME on behalf of Creditor Green Valley Medical Investments, LLLP sjerome@swlaw.com, docket@swlaw.com,mminnick@swlaw.com 25 MICHAEL R. JOHNSON on behalf of Creditor Med One Capital Funding, LLC 26 mjohnson@rqn.com, dburton@rqn.com,docket@rqn.com 27 K. KENNETH KOTLER on behalf of Creditor KAN-DI-KI, LLC kotler@kenkotler.com, linda@kenkotler.com 28 Case 4:17-bk-03351-SHG Doc 317 Filed 08/11/17 Entered 08/11/17 14:39:03 Desc Main Document 5 Page 5 of 6 101752185_2 1 ALISA C. LACEY on behalf of Creditor CERNER CORPORATION alisa.lacey@stinson.com, anne.finch@stinson.com,Lindsay.petrowski@stinson.com 2 RICHARD M. LORENZEN on behalf of Creditor Committee OFFICIAL COMMITTEE OF 3 UNSECURED CREDITORS rlorenzen@perkinscoie.com, docketphx@perkinscoie.com,smurphy@perkinscoie.com 4 JULIA LIN MATTER on behalf of Creditor PIMA COUNTY 5 Julia.Matter@pcao.pima.gov, pcaocvbk@pcao.pima.gov 6 SAMUEL A NEWMAN on behalf of Interested Party LATERAL U.S. CREDIT OPPORTUNITIES FUND, L.P. 7 snewman@gibsondunn.com 8 WILLIAM NOVOTNY on behalf of Creditor Artemis Realty Capital Advisors, LLC wnovotny@dickinsonwright.com 9 CRISTINA PEREZ HESANO on behalf of Creditor DAVID S. WANGER cperez@bellahperez.com, 10 jwolfe@bellahperez.com 11 JILL H PERRELLA on behalf of Creditor Green Valley Medical Investments, LLLP jperrella@swlaw.com, cpalma@swlaw.com,docket_tux@swlaw.com 201 East Washington Street, Suite 1200 12 JONATHAN M. SAFFER on behalf of Creditor Green Valley Medical Investments, LLLP 13 jmsaffer@swlaw.com, docket_tux@swlaw.com,cpalma@swlaw.com Phoenix, AZ 85004-2595 14 ROBERT A. SHULL on behalf of Creditor Artemis Realty Capital Advisors, LLC rshull@dickinsonwright.com, csabori@dickinsonwright.com 15 MATTHEW ALLEN SILVERMAN on behalf of Creditor ARIZONA HEALTH CARE COST 16 CONTAINMENT SYSTEM matthew.silverman@azag.gov, 17 BankruptcyUnit@azag.gov,hua.qin@azag.gov,michelle.schlosser@azag.gov 18 KELLY SINGER on behalf of Interested Party LATERAL U.S. CREDIT OPPORTUNITIES FUND, L.P. 19 kelly.singer@squirepb.com, wendy.anderson@squirepb.com 20 LARRY L. WATSON on behalf of U.S. Trustee U.S. TRUSTEE larry.watson@usdoj.gov, Christopher.stewart2@usdoj.gov,coleen.craig@usdoj.gov 21 GENEVIEVE GRAY WEINER on behalf of Interested Party LATERAL U.S. CREDIT 22 OPPORTUNITIES FUND, L.P. gweiner@gibsondunn.com 23/s/Renee L. Creswell 24 LEWIS ROCA ROTHGERBER CHRISTIE LLP 25 26 27 28 Case 4:17-bk-03351-SHG Doc 317 Filed 08/11/17 Entered 08/11/17 14:39:03 Desc Main Document 6 Page 6 of 6 101752185_2

Exhibit A

1 Exhibit A 2 Definitions 3 "Document" shall mean all written, reported, recorded or graphic matter, however 4 produced or reproduced, within the meaning of Rule 34 of the Federal Rules of Civil Procedure, 5 now or at any time in your possession, custody or control, or that of your agents, attorneys or 6 representatives, including, without limitation, correspondence, memoranda, interoffice 7 communications, written notes, telegrams, minutes of directors' or committee meetings, reports, 8 stenographers' notebooks, calendars, appointment books, diaries, time sheets, data sheets, 9 computer printouts, contracts, deeds, options, amendments and addenda to contracts and options, 10 licenses, invoices, ledgers, books of accounts, journals, posting records, vouchers, any 11 statements which reflect any payments or receipts of cash, drafts, notes, checks, bank checks, 201 East Washington Street, Suite 1200 12 negotiable instruments, signature cards, certificates of deposit, letters of credit, passbooks, 13 balance sheets, financial statements, profit and loss statements, escrow agreements, powers of Phoenix, AZ 85004-2595 14 attorney, stop payment orders, insurance policies, charge slips, account reports, receipts, 15 working papers, charts, graphs, indices, statistical records, statements, papers, bids, estimates, 16 tapes and records of all types, microfilms, studies, books, pamphlets, schedules, and any 17 preliminary drafts of any of the aforementioned categories of documents, photographic prints, 18 transparencies, moving pictures, voice recording, and every other device or medium on which or 19 through which information of any type is transmitted, recorded or preserved. The term 20 "document" also means a copy where the original is not in your possession, custody or control 21 and every copy and/or draft of a document if such copy is not an identical duplicate of the 22 original. Without limiting the term "control" as used above, a document is deemed to be in your 23 control if you have the right to secure the document or a copy thereof from another person, or 24 public or private entity, having possession or custody thereof. 25 The conjunctions "and" and "or" shall each be individually interpreted in every instance 26 as meaning "and/or" and shall not be interpreted disjunctively to exclude any information 27 otherwise within the scope of any specification. 28 Case 4:17-bk-03351-SHG Doc 317-1 Filed 08/11/17 Entered 08/11/17 14:39:03 Desc Exhibit A Page 1 of 4 102075110_1 1 The singular form of a word includes the plural form of that word and the plural form of a 2 word includes the singular form. 3 "All documents" refers to every document, whether an original or copy, known to any 4 individual or business organization to which this request is addressed, or to any officer, director, 5 managing agent, file supervisor, or record keeper for such individual or organization, and every 6 document which can be located or discovered by such persons through reasonably diligent 7 efforts. 8 "Date" refers to the exact date, month, and year, if ascertainable, or if not, the best 9 approximation (including the relation to other events). 10 "You" refers to GVMI, its officers, directors, managers, agents and employees. 11 If a term used herein is not defined, please use the definition provided in the Stipulated 201 East Washington Street, Suite 1200 12 Order Setting Rule 2004 Examination And Deadline For Production Of Documents By Green 13 Valley Medical Investments, LLLP, filed July 7, 2017 (the "Stipulated Order"). Instructions Phoenix, AZ 85004-2595 14 15 If you are aware of the existence of any document requested, which you are unable to 16 locate, please provide the following information: 17 • The identity of each such document; 18 • The last known location of each such document; 19 • The full name, position and business address of each person or persons in charge 20 of custody or control of each such document; and 21 • The reason or reasons for your inability to locate each such document. 22 Unless you have specified the existence of a document that you cannot produce, it will be 23 understood that you have produced all documents of the nature specified herein of which you 24 are aware and that there exist no other documents of the nature specified herein which could be 25 located or produced through the exercise of due diligence. 26 If any document requested was at one time in existence but is no longer in existence, 27 please specify for each such document: 28 • The type of document no longer in existence; Case 4:17-bk-03351-SHG Doc 317-1 Filed 08/11/17 Entered 08/11/17 14:39:03 Desc Exhibit A 2Page 2 of 4 102075110_1 1 • The information contained in such document; 2 • The date upon which it ceased to exist; 3 • The circumstances under which it ceased to exist; and 4 • The identity of each person or persons having knowledge of the circumstance 5 under which it ceased to exist. 6 These requests for production of documents are continuing requests. If, after producing 7 the documents requested herein, you obtain or find further documents responsive to these 8 requests, you are required to produce such additional documents. 9 If any document designated below cannot be produced by you in full, you are requested 10 to produce each such document to the extent possible, to specify the reason for your inability to 11 produce the remainder of each such document, and to state whatever information, knowledge, or 201 East Washington Street, Suite 1200 12 belief you have concerning the substance of the contents of any document not produced in 13 whole or in part. With respect to each document produced, you are requested to designate the paragraph of Phoenix, AZ 85004-2595 14 15 these requests to which each such document is responsive. 16 If, in response to any requests, there are documents or tangible items requested which are 17 not produced because of a claim of privilege or for any other reason, note such failure to 18 produce as an objection to the request, identify the documents as to which the privilege is 19 claimed, state the basis for such objection, and comply with the request to the extent to which it 20 is not subject to the objection. 21 DOCUMENTS TO BE PRODUCED 22 1. All Documents requested in the Stipulated Order. 23 2. All Documents concerning GVMI reviewing and approving the Hospital 24 construction project, including the equipment to be financed by SQN, and the terms of SQN 25 financing. 26 3. All Documents relating to Kyle Walker’s participation in the Hospital board in 27 2016 prior to Artemis funding, and documents related to Kyle Walker’s resignation from the 28 board. Case 4:17-bk-03351-SHG Doc 317-1 Filed 08/11/17 Entered 08/11/17 14:39:03 Desc Exhibit A 3Page 3 of 4 102075110_1 1 4. All Documents related to: 2 a. GVMI engaging Dr. Sokolov, or any related firm; 3 b. GVMI terminating this relationship and/or transferring the engagement to 4 the hospital; 5 c. GVMI’s involvement in the Hospital decision to engage MCA Financial 6 Group; and 7 d. The hiring and termination of Quarles Brady 8 5. All Documents concerning communications with Jim McDowell (and his 9 affiliates), Dr. Sokolov, MCA Financial, Artemis Realty Capital Advisors, LLC (and affiliates) 10 leading up to the 2016 Artemis financing. 11 6. All Documents concerning transfer of GV II Holdings, LLC land to Green 201 East Washington Street, Suite 1200 12 Valley Hospital Campus Owners Association, LLC, including all consideration for the transfer, 13 and including all documents regarding GVMI’s involvement in this decision. 7. All Documents concerning GVMI’s involvement in approval of payments to Phoenix, AZ 85004-2595 14 15 MCA, Dr. Sokolov, and any other consultants or affiliates of GVMI. 16 8. All information related to GVMI attempting to obtain financing for the hospital 17 subsequent to the Artemis loan, including all communications with potential DIP and Exit 18 Financing lenders. 19 9. All documents related to GVMI investor applications under the EB-5 Immigrant 20 Investor Visa Program, including but not limited to, all application that were filed, and all 21 communications by GVMI or affiliates with the government and the investors regarding the 22 status of the applications, timing for processing and approval, and all other communications 23 related to the applications. 24 25 26 27 28 Case 4:17-bk-03351-SHG Doc 317-1 Filed 08/11/17 Entered 08/11/17 14:39:03 Desc Exhibit A 4Page 4 of 4 102075110_1

Notice of Lodging Proposed Order Granting Application for Rule 2004 Examinaton of Green Valley Medical Investments, LLLP filed by ROBERT M CHARLES JR of LEWIS ROCA ROTHGERBER CHRISTIE LLP on behalf of SQN Asset Finance (Guernsey) Limited, SQN Asset Finance Income Fund Ltd. (related document(s) {{317}} Application for FRBP 2004 Examination).

1 Lewis Roca Rothgerber Christie LLP 201 East Washington Street, Suite 1200 Phoenix, AZ 85004-2595 2 Telephone: 602.262.5311 3 Susan M. Freeman (State Bar No. 004199) Direct Telephone: 602.262.5756 Email: sfreeman@lrrc.com 4 Robert M. Charles, Jr. (State Bar No. 007359) Direct Telephone: 520.629.4427 5 Direct Facsimile: 520.879.4705 Email: rcharles@lrrc.com 6 Attorneys for SQN Asset Finance Income Fund Ltd. and SQN Asset Finance (Guernsey) Limited 7 UNITED STATES BANKRUPTCY COURT 8 DISTRICT OF ARIZONA 9 In re: Chapter 11 Cases 10 GV Hospital Management, LLC, Jointly Administered 11 201 East Washington Street, Suite 1200 Debtor. Case No. 4:17-bk-03351-SHG 12 In re: Case No. 4:17-bk-03353-SHG Case No. 4:17-bk-03354-SHG 13 Green Valley Hospital, LLC, Phoenix, AZ 85004-2595 14 Notice of Lodging Order Granting Debtor. Application For Rule 2004 Examination 15 In re: Of Green Valley Medical Investments, LLLP 16 GV II Holdings, LLC, 17 Date: Ex parte Debtor. Time: Ex parte This filing applies to: 18  All Debtors 19  GV Hospital Management, LLC  Green Valley Hospital, LLC 20  GV II Holdings, LLC 21 NOTICE IS HEREBY GIVEN that SQN Asset Finance (Guernsey) Limited ("SQN") 22 hereby lodges a proposed Order Granting Application for Rule 2004 Examination of Green 23 Valley Medical Investments, LLLP. A true and correct copy of the Order is attached hereto as 24 Exhibit 1. 25 26 27 28 Case 4:17-bk-03351-SHG Doc 318 Filed 08/11/17 Entered 08/11/17 14:49:15 Desc Main Document Page 1 of 4 102076063_1 1 DATED August 11, 2017. 2 LEWIS ROCA ROTHGERBER CHRISTIE LLP 3 By:/s/Robert M. Charles, Jr. (007359) 4 Susan M. Freeman Robert M. Charles, Jr. 5 Counsel for SQN Asset Finance Income Fund Ltd. and SQN Asset Finance (Guernsey) Limited 6 7 8 9 10 11 201 East Washington Street, Suite 1200 12 13 Phoenix, AZ 85004-2595 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 4:17-bk-03351-SHG Doc 318 Filed 08/11/17 Entered 08/11/17 14:49:15 Desc Main Document 2 Page 2 of 4 102076063_1 1 CERTIFICATE OF SERVICE 2 I certify that on August 11, 2017, I electronically transmitted the attached document to the Clerk’s Office using the CM/ECF System for filing and transmittal of a Notice of Electronic Filing to 3 the following registrants: 4 PATRICK A CLISHAM on behalf of Creditor GVH Mexinvestors, LLC; Vantage FBA Daniel L. Poppe IRA; Ruben Araiza, and Laura Esther Araiza 5 pac@eblawyers.com, cks@eblawyers.com,bdp@eblawyers.com,klm@eblawyers.com 6 JODY A. CORRALES on behalf of Creditor Padmon, LLC jcorrales@dmyl.com, mfelix@dmyl.com 7 BRADLEY A COSMAN on behalf of Creditor Committee OFFICIAL COMMITTEE OF 8 UNSECURED CREDITORS BCosman@perkinscoie.com, SCarnall@perkinscoie.com,DocketPHX@perkinscoie.com 9 STEVEN M COX on behalf of Creditor Green Valley Domestic Water Improvement District 10 smcox@wechv.com, lcollins@wechv.com 11 DEAN M. DINNER on behalf of Creditor James R. McDowell dean.dinner@sackstierney.com, samanta.rivera@sackstierney.com,Sandra.dousdebes@sackstierney.com,Kara.Schrader@SacksTierney. 201 East Washington Street, Suite 1200 12 com 13 Christopher J. Dylla on behalf of Creditor ARIZONA DEPARTMENT OF REVENUE christopher.dylla@azag.gov, Phoenix, AZ 85004-2595 14 bankruptcyunit@azag.gov,hua.qin@azag.gov,michelle.schlosser@azag.gov 15 DENISE ANN FAULK on behalf of Creditor United States of America on behalf of IRS denise.faulk@usdoj.gov, lisa.startup@usdoj.gov,pamela.vavra@usdoj.gov 16 S. CARY FORRESTER on behalf of Debtor GREEN VALLEY HOSPITAL, LLC 17 scf@forresterandworth.com, mdb@forresterandworth.com,r50942@notify.bestcase.com 18 S. CARY FORRESTER on behalf of Debtor GV HOSPITAL MANAGEMENT, LLC scf@forresterandworth.com, mdb@forresterandworth.com,r50942@notify.bestcase.com 19 S. CARY FORRESTER on behalf of Debtor GV II HOLDINGS, LLC 20 scf@forresterandworth.com, mdb@forresterandworth.com,r50942@notify.bestcase.com 21 SUSAN N. GOODMAN on behalf of Health Care Ombudsman SUSAN N. GOODMAN sgoodman@mcrazlaw.com, ecfbk@mcrazlaw.com,tdahl@mcrazlaw.com,doesterle@mcrazlaw.com 22 JILL MORTON HULSIZER on behalf of Creditor AB Staffing Solutions, LLC 23 jhulsizer@ABstaffing.com 24 STEVEN D. JEROME on behalf of Creditor Green Valley Medical Investments, LLLP sjerome@swlaw.com, docket@swlaw.com,mminnick@swlaw.com 25 MICHAEL R. JOHNSON on behalf of Creditor Med One Capital Funding, LLC 26 mjohnson@rqn.com, dburton@rqn.com,docket@rqn.com 27 K. KENNETH KOTLER on behalf of Creditor KAN-DI-KI, LLC kotler@kenkotler.com, linda@kenkotler.com 28 Case 4:17-bk-03351-SHG Doc 318 Filed 08/11/17 Entered 08/11/17 14:49:15 Desc Main Document 3 Page 3 of 4 102076063_1 1 ALISA C. LACEY on behalf of Creditor CERNER CORPORATION alisa.lacey@stinson.com, anne.finch@stinson.com,Lindsay.petrowski@stinson.com 2 RICHARD M. LORENZEN on behalf of Creditor Committee OFFICIAL COMMITTEE OF 3 UNSECURED CREDITORS rlorenzen@perkinscoie.com, docketphx@perkinscoie.com,smurphy@perkinscoie.com 4 JULIA LIN MATTER on behalf of Creditor PIMA COUNTY 5 Julia.Matter@pcao.pima.gov, pcaocvbk@pcao.pima.gov 6 SAMUEL A NEWMAN on behalf of Interested Party LATERAL U.S. CREDIT OPPORTUNITIES FUND, L.P. 7 snewman@gibsondunn.com 8 WILLIAM NOVOTNY on behalf of Creditor Artemis Realty Capital Advisors, LLC wnovotny@dickinsonwright.com 9 CRISTINA PEREZ HESANO on behalf of Creditor DAVID S. WANGER cperez@bellahperez.com, 10 jwolfe@bellahperez.com 11 JILL H PERRELLA on behalf of Creditor Green Valley Medical Investments, LLLP jperrella@swlaw.com, cpalma@swlaw.com,docket_tux@swlaw.com 201 East Washington Street, Suite 1200 12 JONATHAN M. SAFFER on behalf of Creditor Green Valley Medical Investments, LLLP 13 jmsaffer@swlaw.com, docket_tux@swlaw.com,cpalma@swlaw.com Phoenix, AZ 85004-2595 14 ROBERT A. SHULL on behalf of Creditor Artemis Realty Capital Advisors, LLC rshull@dickinsonwright.com, csabori@dickinsonwright.com 15 MATTHEW ALLEN SILVERMAN on behalf of Creditor ARIZONA HEALTH CARE COST 16 CONTAINMENT SYSTEM matthew.silverman@azag.gov, 17 BankruptcyUnit@azag.gov,hua.qin@azag.gov,michelle.schlosser@azag.gov 18 KELLY SINGER on behalf of Interested Party LATERAL U.S. CREDIT OPPORTUNITIES FUND, L.P. 19 kelly.singer@squirepb.com, wendy.anderson@squirepb.com 20 LARRY L. WATSON on behalf of U.S. Trustee U.S. TRUSTEE larry.watson@usdoj.gov, Christopher.stewart2@usdoj.gov,coleen.craig@usdoj.gov 21 GENEVIEVE GRAY WEINER on behalf of Interested Party LATERAL U.S. CREDIT 22 OPPORTUNITIES FUND, L.P. gweiner@gibsondunn.com 23/s/Renee L. Creswell 24 LEWIS ROCA ROTHGERBER CHRISTIE LLP 25 26 27 28 Case 4:17-bk-03351-SHG Doc 318 Filed 08/11/17 Entered 08/11/17 14:49:15 Desc Main Document 4 Page 4 of 4 102076063_1

Exhibit 1

1 Lewis Roca Rothgerber Christie LLP 201 East Washington Street, Suite 1200 Phoenix, AZ 85004-2595 2 Telephone: 602.262.5311 3 Susan M. Freeman (State Bar No. 004199) Direct Telephone: 602.262.5756 Email: sfreeman@lrrc.com 4 Robert M. Charles, Jr. (State Bar No. 007359) Direct Telephone: 520.629.4427 5 Direct Facsimile: 520.879.4705 Email: rcharles@lrrc.com 6 Attorneys for SQN Asset Finance Income Fund Ltd. and SQN Asset Finance (Guernsey) Limited 7 UNITED STATES BANKRUPTCY COURT 8 DISTRICT OF ARIZONA 9 In re: Chapter 11 Cases 10 GV Hospital Management, LLC, Jointly Administered 11 Debtor. Case No. 4:17-bk-03351-SHG 201 East Washington Street, Suite 1200 In re: Case No. 4:17-bk-03353-SHG 12 Case No. 4:17-bk-03354-SHG Green Valley Hospital, LLC, 13 Order Granting Application For Rule Phoenix, AZ 85004-2595 Debtor. 2004 Examination Of Green Valley 14 In re: Medical Investments, LLLP 15 GV II Holdings, LLC, Date: Time: 16 Debtor. This filing applies to: 17  All Debtors 18  GV Hospital Management, LLC  Green Valley Hospital, LLC 19  GV II Holdings, LLC 20 Upon the motion of SQN Asset Finance (Guernsey) Limited ("SQN") pursuant to 21 Bankruptcy Rule 2004 and good cause appearing, 22 IT IS ORDERED that: 23 1. Green Valley Medical Investments, LLLP ("GVMI") shall produce the documents 24 requested in Exhibit A attached hereto, at the offices of Lewis Roca Rothgerber Christie LLP 25 within a reasonable time after service of this motion (not more than 30 days). 26 27 28 Case 4:17-bk-03351-SHG Doc 318-1 Filed 08/11/17 Entered 08/11/17 14:49:15 Desc Exhibit 1 Page 1 of 2 102075072_1 1 2. SQN may examine one or more representatives of GVMI upon not less than ten 2 days’ written notice, at the Tucson offices of Lewis Roca Rothgerber Christie LLP (unless the 3 parties agree to a different date and time). 4 5 6 7 8 9 10 11 201 East Washington Street, Suite 1200 12 13 Phoenix, AZ 85004-2595 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 4:17-bk-03351-SHG Doc 318-1 Filed 08/11/17 Entered 08/11/17 14:49:15 Desc Exhibit 1 2Page 2 of 2 102075072_1

Joinder to United States Trustee's Objection to Debtors' Amended Disclosure Statement filed by Christopher J. Dylla of Office of the Arizona Attorney General on behalf of ARIZONA DEPARTMENT OF REVENUE. (related document(s) {{287}} Amended Disclosure Statement, {{315}} Objection)

Mark Brnovich Attorney General 2 Finn State Bar No. 14000 3 Christopher J. Dylla 4 Assistant Attorney General State Bar No. 027114 5 Office of the Attorney General 6 1275 West Washington Street Phoenix, Arizona 85007-2926 7 Telephone: (602) 542-8389 Facsimile: (602) 542-4273 8 Email: christopher.dylla@azag.gov 9 Attorney for the State of Arizona ex rei. Arizona Department of Revenue 10 IN THE UNITED STATES BANKRUPTCY COURT 11 IN AND FOR THE DISTRICT OF ARIZONA 12 13 In re: Chapter 11 GV HOSPITAL MANAGEMENT, LLC 14 EIN: 46-5098773 Case No. 4: 17-bk-03351-SHG Debtor. Case No. 4: 17-bk-03353-SHG 15 Case No. 4: 17-bk-03354-SHG 16 In re: GREEN VALLEY HOSPITAL, LLC (Jointly Administered) 17 EIN: 45-4006710 Debtor. JOINDER TO UNITED STATES 18 TRUSTEE'S OBJECTION TO 19 In re: DEBTORS' AMENDED DISCLOSURE GV II HOLDINGS, LLC STATEMENT 20 EIN: 46-1495917 Debtor Date: August 15, 2017 21 Time: 3:00p.m. 22 THIS FILING APPLIES TO: Crtm: 329 (3rd Floor) 181ALL DEBTORS Place: 38 S. Scott Avenue 23 DOREEN VALLEY HOSPITAL, LLC Tucson, AZ 24 OGV HOSPITAL MANAGEMENT, LLC Docket Nos. 287 and 315 DGVII HOLDINGS, LLC 25 26 The State of Arizona ex rei. Arizona Department of Revenue ("Department") hereby Case 4:17-bk-03351-SHG Doc 320 Filed 08/11/17 Entered 08/11/17 15:01:20 Desc Main Document Page 1 of 5 joins the United States Trustee's ("UST") Objection to the Debtors' First Amended Disclosure 2 Statement filed on July 31, 2017 (Dkt No. 287). This Joinder is supported by, and incorporates 3 the reasons set forth by the United States Trustee, and is further based on the following: 4 I. Relevant Factual History 5 6 1. On April 3, 2017, GV Hospital Management, LLC, Green Valley Hospital, 7 LLC, and GV II Holdings, LLC ("Debtors') filed voluntary Chapter 11 petitions for relief 8 under Title 11 of the United States Code. The cases are jointly administered under 2:17-bk-9 03351-SHG. 10 2. GV Hospital Management, LLC does business in the State of Arizona and is II 12 required to file and pay certain tax liabilities to the Department, including withholding tax 13 returns. 14 3. The Department filed an amended proof of claim, establishing that it has a 15 priority claim in the amount of$165,174.78, and a general unsecured claim in the amount of 16 $6,581.49. A true and accurate copy of the Department's "Proof of Claim," dated June 19, 17 18 2017, is No. 4-2 on the Claims Register. 19 II. Legal Argument 20 The Department shares many of the same concerns raised by the UST in its Objection 21 to the Debtors' First Amended Disclosure Statement ("Objection"). The Department has 22 concerns as to the value of the Debtors' assets. While the Liquidation Analysis makes mention 23 24 of certain appraisals that were done, there was no discussion as to the parameters used to 25 determine the value nor were the appraisals attached to the First Amended Disclosure 26 Statement. The Debtors are asking unsecured creditors to take a significant hit on their claims. If the Debtors are going to make such a request they have an obligation to their creditors to be Case 4:17-bk-03351-SHG Doc 320 Filed 08/11/17 2 Entered 08/11/17 15:01:20 Desc Main Document Page 2 of 5 fully transparent and to disclose all relevant available information. 2 Further, the Liquidation Analysis is lacking in detail as it attempts to lump all of the 3 Debtors' assets into seven line items giving the appearance that all of the Debtors' assets are 4 over encumbered. For example, all of the Debtors' real property is lumped into one line item 5 6 instead of being listed individually. Upon information and belief, not all parcels of real 7 property owned by Debtor are encumbered by all of the liens listed. There is also no discussion 8 as to the value of Green Valley Hospital as a going concern. 9 Additionally, there is also no discussion as to how Newco proposes to make Green 10 Valley Hospital profitable. Based on the financial information provided tbr the months of April II 12 through June 2017, Green Valley Hospital is incurring losses of approximately $2,000,000.00 13 per month. If this trend continues it is not difficult to imagine the necessity of a subsequent 14 bankruptcy. IS Lastly, the Department is troubled by the lack of information on the sale to Newco. The 16 proposed sale of the Debtors to Newco is based on a credit bid by GVMI in the amount of 17 18 $64,800,000.00, which GVMI alleges is the amount of its secured claim. The creditors of this 19 estate have no way of determining the veracity of GVMI's allegation of a secured claim since 20 it has not filed a proof of claim in this case. 21 I. I. I 22 I. I. I 23 24 I.I. I 25 1.1.1 26 I. I. I Case 4:17-bk-03351-SHG Doc 320 Filed 08/11/17 3 Entered 08/11/17 15:01:20 Desc Main Document Page 3 of 5 Ill. Conclusion 2 For all of the reasons stated above, the Department agrees with and joins in the United 3 States Trustee's Object ion to the Debtors' First Amended Disclosure Statement with all other 4 issues addressed in the UST's Objection nnd urges thi s Co urt to not approve the First Amended 5 6 Disclosure Statement. 7 RESPECTf-ULLY SUBMlTTED this 11 111 day of August, 20 17. 8 MARK BRNOVlCH 9 Att r ey l er eral 10 II No~~ Christopher.I. Dylla Assistant Attorney General 12 Attorney for the State of Arizona 13 ex ref. Ari zona Department of Revenue 14 15 16 17 18 19 20 21 22 23 24 25 26 Case 4:17-bk-03351-SHG Doc 320 Filed 08/11/17 4 Entered 08/11/17 15:01:20 Desc Main Document Page 4 of 5 ORIGINAL o f the forego ing filed electronica ll y thi s I 1111 day of August, 20 17 with: 2 United States Bankruptcy Court 3 Tucson Di vision 38 South Scott Avenue 4 Tucson, AZ 8570 I 5 COPY of the fo rego ing sent fo r mailing or emailing* this 11 111 day of August, 20 17 to: 6 S. Cary r-orrester, Esq.* 7 Forrester & Worth, PLLC 3636 No rth Central Ave nue, Suite 700 8 Phoenix, AZ 850 12 9 EmaiI: scf@.forresterandworth.com Attorney.for Debtor 10 Larry L. Watson, Esq.* II Office or the U.S. Trustee 12 230 North Ist Avenue, Suite 204 Phoenix, AZ 85003 13 Email: larry.watson@usdo j.gov Allorney.for the U.S. Trustee 14 15 Bradl ey A. Cosman, Esq. * Richard M. Lorenzen, Esq.* 16 Perkins Co ie LLP 290 I North Central Avenue, Suite 2000 17 Phoenix, AZ 8501 2 18 Emai l: BCosman@perkinscoie.com rlorenzen@perkinsco ie.com 19 A fl orneys.forthe Off icial Commi/lee (~/' Unsecurec! Creditors 20 I I~ 21 22 #6 135978/BCE 17-00920 24 26 Case 4:17-bk-03351-SHG Doc 320 Filed 08/11/17 5 Entered 08/11/17 15:01:20 Desc Main Document Page 5 of 5

Objection to Motion to Reduce Time Periods for Filing Objections to Amended Plan and For Initial Confirmation Hearing filed by BRADLEY A COSMAN of PERKINS COIE LLP on behalf of OFFICIAL COMMITTEE OF UNSECURED CREDITORS (related document(s) {{303}} Motion to Shorten Time).

Bradley A. Cosman (BCosman@perkinscoie.com) Jordan A. Kroop (JKroop@perkinscoie.com) Richard M. Lorenzen (RLorenzen@perkinscoie.com) PERKINS COIE LLP 2901 North Central Avenue, Suite 2000 Phoenix, Arizona 85012 602.351.8000 Counsel for Official Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT DISTRICT OF ARIZONA In re: Chapter 11 GV HOSPITAL MANAGEMENT, LLC; Jointly Administered GREEN VALLEY HOSPITAL, LLC; and Case Nos. 4:17-bk-03351-SHG 4:17-bk-03353-SHG GV II HOLDINGS, LLC, 4:17-bk-03354-SHG Debtors OBJECTION TO MOTION TO This Filing Applies to: REDUCE TIME PERIODS FOR  All Debtors FILING OBJECTIONS TO  Specified Debtors: AMENDED PLAN AND FOR INITIAL CONFIRMATION HEARING Hearing Date: August 15, 2017 Hearing Time: 3:00 p.m. The Official Committee of Unsecured Creditors (the "Committee") of the above-captioned Debtors files this Objection to the Motion to Reduce Notice Periods for: (1) Filing Objections to Amended Plan; and (2) Initial Confirmation Hearing ("Notice Motion") [Dkt. 303]. 1 1. The Debtors and GVMI seek to shorten the plan-related notice periods because the "Debtors anticipate running out of cash in early October if they do not have 1 Unless otherwise defined in this Objection, capitalized terms retain the definition given to them in the Notice Motion. Case 4:17-bk-03351-SHG Doc 326 Filed 08/14/17 Entered 08/14/17 11:58:07 Desc Main Document Page 1 of 3 access to exit financing." 2 While the Debtors’ liquidity issues present real challenges, the Notice Motion and proposed timelines raise several concerns. 2. First, to the extent the Debtors anticipate running out of cash in early October, there may be latent WARN Act issues. The federal WARN Act requires employers with 100 or more employees to give 60 days’ advance notice to employees affected by mass layoffs or plant closings. 3 Moreover, WARN Act claims arising from postpetition terminations may be entitled to administrative expense priority. 4 Here, it is not clear whether the Debtors have given their employees contingent notice, or whether certain exceptions to the advance-notice requirements may be applicable. In any event, early October is approximately 60 days from now and the Debtors must prevent triggering unnecessary administrative expense claims. 3. Second, the Debtors’ liquidity issues should not prejudice the Committee’s or other parties’ rights to conduct discovery and oppose the plan. The Committee has worked cooperatively with the Debtors and GVMI to facilitate production of documents on a prioritized and rolling basis. And while the Debtors and GVMI have produced a significant amount of documents, a significant amount of the prioritized document requests remains unfulfilled. For example, the Committee is still awaiting for: (1) copies of financial statements from the period during which GVMI was in control; (2) copies of board minutes and resolutions, (3) copies of any insurance policies covering actions prior to GVMI’s 2 It is worth noting that according to the Debtors’ weekly cash updates, the Debtors paid GVMI $100,000 during the week ended August 5th as the fourth and final installment of the $400,000 subordination fee approved under the final DIP financing order. The Notice Motion was then filed August 7th. The Committee expressly reserves all rights with respect to the subordination fee, including those contemplated under the final DIP financing order. 3 See 29 U.S.C. § 2101, et seq. 4 See In re First Magnus Fin. Corp., 390 B.R. 667 (Bankr. D. Ariz. 2008).-2-Case 4:17-bk-03351-SHG Doc 326 Filed 08/14/17 Entered 08/14/17 11:58:07 Desc Main Document Page 2 of 3 control; (4) a detailed register of all payments made to GVMI; (5) copies of the Debtors’ operating agreements that were in effect prior to GVMI’s control; and (6) certain other documents. These documents directly relate to the Committee’s analysis of the Plan. 4. The deadline for plan objections should not be shortened given the amount of prioritized document requests still outstanding. Furthermore, the plan proponents’ proposed expedited confirmation schedule is untenable. The proposed confirmation schedule contemplates a plan objection deadline of September 6th, followed by an evidentiary confirmation hearing just two weeks later. These cases are not currently on a track for consensual plan confirmation. There may be material legal and factual plan-objection issues requiring discovery. This Court should wait to set the evidentiary hearing on plan confirmation until after plan objections have been filed and it can assess the reasonableness of any discovery and trial schedule. Dated: August 14, 2017 PERKINS COIE LLP By:/s/Bradley A. Cosman Bradley A. Cosman Jordan A. Kroop Richard M. Lorenzen 2901 North Central Avenue, Suite 2000 Phoenix, Arizona 85012-2788 602.351.8000 Counsel for Official Committee of Unsecured Creditors 136552701.1-3-Case 4:17-bk-03351-SHG Doc 326 Filed 08/14/17 Entered 08/14/17 11:58:07 Desc Main Document Page 3 of 3

Objection to Motion/Application to Motion to Reduce Notice Periods for: (1) Filing Objections to Amended Plan; and (2) Initial Confirmation Hearing (related to motions(s){{303}}) filed by JODY A. CORRALES of DECONCINI MCDONALD YETWIN & LACY P.C. on behalf of Padmon, LLC.

1 DECONCINI MCDONALD YETWIN & LACY, P.C. 2525 EAST BROADWAY BLVD., SUITE 200 T 2 UCSON, AZ 85716-5300 (520) 322-5000 (tel.) 3 (520) 322-5585 (fax) 4 Jody A. Corrales (AZ # 024869) jcorrales@dmyl.com 5 Attorneys for Padmon, LLC 6 IN THE UNITED STATES BANKRUPTCY COURT 7 FOR THE DISTRICT OF ARIZONA 8 In re: Proceedings Under Chapter 11 9 GV HOSPITAL MANAGEMENT, LLC ☒ Case No. 4:17-bk-03351-SHG 10 GREEN VALLEY HOSPITAL, LLC ☒ Case No. 4:17-bk-03353-SHG 11 GV II HOLDINGS, LLC ☒ Case No. 4:17-bk-03354-SHG 12 Debtors. (Jointly Administered) 13 This Filing Applies to: [Related to: Doc. No. 303] 14 ☒ All Debtors Hearing Date: August 15, 2017 ☐ Specified Debtor (identified above) Time: 3:00 p.m. 15 Location: 38 S. Scott Avenue Tucson, AZ 85701 Courtroom 329 16 17 OBJECTION TO MOTION TO REDUCE NOTICE PERIODS FOR: (1) FILING OBJECTIONS TO AMENDED PLAN; AND (2) INITIAL CONFIRMATION HEARING 18 19 Padmon, LLC ("Padmon"), a creditor and party-in-interest in the above-captioned 20 jointly administered bankruptcy cases, objects to the Motion to Reduce Notice Periods for: 21 (1) Filing Objections to Amended Plan; and (2) Initial Confirmation Hearing ("Motion to 22 Reduce") filed by Debtors and co-proponent Green Valley Medical Investments, LLLP 23 ("GVMI" and, together with Debtors, the "Plan Proponents"). The Plan Proponents’ 24 anticipated target dates are unrealistic in light of the numerous unresolved issues. 25 This Objection is more fully supported by the following Memorandum of Points and 26 Authorities and the entire record in this case. Page 1 of 8 Case 4:17-bk-03351-SHG Doc 327 Filed 08/14/17 Entered 08/14/17 12:01:50 Desc Main Document Page 1 of 8 1 MEMORANDUM OF POINTS AND AUTHORITIES 2 I. FACTUAL BACKGROUND 3 1. On April 3, 2017 (the "Petition Date"), GV Hospital Management, LLC, 4 Green Valley Hospital, LLC and GV II Holdings, LLC (collectively, "Debtors") filed 5 Voluntary Petitions for relief under Chapter 11 of the Bankruptcy Code. 6 2. On May 17, 2017, the Committee of Unsecured Creditors (the "Committee") 7 was formed by the United States Trustee for the District of Arizona, Region 14 ("U.S. 8 Trustee"). Padmon is a member of the Committee. See Dkt. No. 147. 9 3. On or about May 26, 2017, the Committee retained the law firm of Perkins DECONCINI MCDONALD YETWIN & LACY, P.C. 10 Coie, LLP to represent the Committee in these proceedings. See Dkt. No. 162. 2525 East Broadway Blvd., Suite 200 11 4. On June 15, 2017, the Plan Proponents filed their Joint Plan of Liquidation Tucson, AZ 85716-5300 12 Dated June 15, 2017 [Dkt. No. 201] (the "Plan") and Disclosure Statement in Support of 13 Debtors’ and GVMI’s Joint Plan of Liquidation Dated June 15, 2017 [Dkt. No. 202] (the 14 "Disclosure Statement"). The original Plan provided for substantive consolidation of the 15 bankruptcy estates. 16 5. On June 26, 2017, the Committee initiated formal discovery upon the 17 Debtors, GVMI, and 2017 GVH, LLC (the separate GVMI-related entity that actually holds 18 the equity interests) by filing Applications under Rule 2004 (collectively, the "Rule 2004 19 Applications"). See Dkt. Nos. 212-214. 20 6. On July 7, 2017, the Court entered Rule 2004 Stipulated Orders regarding the 21 Rule 2004 Applications (collectively, the "Rule 2004 Orders"). 22 7. On July 31, 2017, the Plan Proponents filed an Amended Plan and Disclosure 23 Statement in Support of Debtors’ and GVMI’s First Amended Joint Plan of Liquidation 24 Dated July 31, 2017 [Dkt. No. 287] (the "Amended Disclosure Statement"). 25 26 In re GV Hospital Management, LLC; Case No. 4:17-bk-03351-SHG Page 2 of 8 I:\FILES\DOCS\PADM01\170270\PLDG\11N5769.DOCX Case 4:17-bk-03351-SHG Doc 327 Filed 08/14/17 Entered 08/14/17 12:01:50 Desc Main Document Page 2 of 8 1 8. The Amended Plan provides, among other things, that upon the Effective 2 Date, substantially all of Debtors’ assets will be sold to a newly formed entity, Newco, via a 3 credit bid by GVMI. Newco will presumably obtain exit financing to pay off the DIP Loan. 4 9. The Amended Plan does not provide for substantive consolidation of the 5 estates, but leaves the issue open subject to determination by a proposed liquidating agent. 6 10. On August 10, 2017, Padmon filed an objection to the Amended Disclosure 7 Statement on the basis that a determination should be made on whether the plan will 8 provide for substantive consolidation prior to soliciting the plan for voting. See Dkt. No. 9 314. DECONCINI MCDONALD YETWIN & LACY, P.C. 10 II. LEGAL AUTHORITY 2525 East Broadway Blvd., Suite 200 11 Rule 3017 of the Federal Rule of Bankruptcy Procedure ("Fed. R. Bankr. P.") Tucson, AZ 85716-5300 12 provides that upon the approval of a disclosure statement under Chapter 11, the plan 13 proponent must transmit to all creditors and equity security holders the plan with voting 14 instructions "in accordance with Rule 2002(b)". Rule 2002(b), Fed. R. Bankr. P., requires 15 that all parties in interest receive at least 28 days’ notice by mail for filing objections to the 16 plan and of the confirmation hearing. 17 Here, the Plan Proponents wish to invoke Rule 9006(c)(1), Fed. R. Bankr. P., to 18 deviate from this notice requirement and reduce these important deadlines "…because the 19 DIP lender has notified Debtors that they are in covenant default under the DIP Credit 20 Agreement, and because Debtors anticipate running out of cash in early October if they do 21 not have access to exit financing." See Motion to Reduce, p. 2, lines 5-7. As a result, the 22 Plan Proponents urge the Court to adopt the following timeline: 23 • August 18, 2017: Plan Proponents will transmit the Amended Plan and Amended 24 Disclosure Statement as required by Rule 3017(d) to all applicable parties; 25 • September 6, 2017: deadline for filing objections to the Amended Plan and 26 In re GV Hospital Management, LLC; Case No. 4:17-bk-03351-SHG Page 3 of 8 I:\FILES\DOCS\PADM01\170270\PLDG\11N5769.DOCX Case 4:17-bk-03351-SHG Doc 327 Filed 08/14/17 Entered 08/14/17 12:01:50 Desc Main Document Page 3 of 8 1 returning ballots; 2 • September 9, 2017: Plan Proponents to file ballot report; 3 • September 12, 2017 at 3:00 p.m.: initial, non-evidentiary confirmation hearing; 4 and 5 • Week of September 18, 2017, to conclude on or before September 29, 2017: final, 6 evidentiary hearing on plan confirmation. 7 For the reasons stated below, the proposed deadlines are unrealistic given the facts 8 and circumstances of this case, and the Plan Proponents have failed to demonstrate 9 sufficient cause for shortening the notice requirements. DECONCINI MCDONALD YETWIN & LACY, P.C. 10 A. It is unlikely lateral will obtain stay relief to foreclose prior to the normal 2525 East Broadway Blvd., Suite 200 11 confirmation deadlines. Tucson, AZ 85716-5300 12 While it is true that the DIP lender, Lateral SMA Agent, LLC ("Lateral"), is on the 13 verge of declaring a default under the DIP Order, the likelihood of Lateral proving it is 14 entitled to stay relief in order to foreclose is slim under the existing facts. Padmon asserts 15 that Lateral will not be able to meet its burden of demonstrating the necessary elements for 16 stay relief under 11 U.S.C. §§ 362(d)(1) or 362(d)(2). 17 In order to obtain relief from the automatic stay, Lateral would have to prove that it 18 is not adequately protected, there is no equity in the hospital, and the hospital is not 19 necessary for an effective reorganization. Id. This would be a steep burden given that there 20 is a recent appraisal which values the hospital at $59,200,000 as a going-concern or 21 $47,400,000 on a 90-day liquidation basis, and Lateral’s loan is roughly $21,000,000. 22 Therefore, Lateral is sufficiently adequately protected as there is equity in the hospital 23 above and beyond Lateral’s lien. Secondly, Lateral will be unable to demonstrate that the 24 hospital is not necessary for an effective reorganization because the hospital is the main 25 26 In re GV Hospital Management, LLC; Case No. 4:17-bk-03351-SHG Page 4 of 8 I:\FILES\DOCS\PADM01\170270\PLDG\11N5769.DOCX Case 4:17-bk-03351-SHG Doc 327 Filed 08/14/17 Entered 08/14/17 12:01:50 Desc Main Document Page 4 of 8 1 asset of the Debtors. Therefore, the threat of Lateral foreclosing its lien is not a legitimate 2 concern at this time. 3 B. The remaining outstanding issues will not be resolved in time for a 4 proposed September 18 confirmation trial. 5 Padmon has filed an objection to the Amended Disclosure Statement because it 6 believes a determination should be made whether substantive consolidation of the estates 7 will occur prior to the plan being distributed for voting purposes. Padmon anticipates filing 8 a motion for substantive consolidation if the Plan Proponents remain agnostic on the issue. 9 If there are objections to Padmon’s upcoming motion, the matter will not be fully briefed DECONCINI MCDONALD YETWIN & LACY, P.C. 10 for at least 28 days and there is a strong likelihood there will be an evidentiary hearing as 2525 East Broadway Blvd., Suite 200 11 the issues are fact intensive and must be considered on a case-by-case basis. Alexander v. Tucson, AZ 85716-5300 12 Compton (In re Bonham), 229 F.3d 750, 765 (9th Cir. 2000). 13 In Bonham, the Ninth Circuit adopted the Second Circuit’s two-part "Augie/Restivo" 14 test to determine whether substantive consolidation is appropriate in a given case. In that 15 case, the Second Circuit held that substantive consolidation requires the consideration of 16 two factors: "(1) whether creditors dealt with the entities as a single economic unit and did 17 not rely on their separate identity in extending credit; or (2) whether the affairs of the debtor 18 are so entangled that consolidation will benefit all creditors." Union Savings Bank v. 19 Augie/Restivo Baking Co. Ltd. (In re Augie/Restivo Baking Co.), 860 F.2d 515, 518 (2d Cir. 20 1988). Under the relevant test, "The presence of either factor is a sufficient basis to order 21 substantive consolidation." Bonham, 229 F. 3d at 766. 22 Here, Padmon will argue that substantive consolidation is appropriate under both 23 tests based on the testimony rendered by Debtors’ CEO and CFO at its 341 meeting of 24 creditors held on May 11, 2017. If Padmon’s motion is contested, there is a strong 25 26 In re GV Hospital Management, LLC; Case No. 4:17-bk-03351-SHG Page 5 of 8 I:\FILES\DOCS\PADM01\170270\PLDG\11N5769.DOCX Case 4:17-bk-03351-SHG Doc 327 Filed 08/14/17 Entered 08/14/17 12:01:50 Desc Main Document Page 5 of 8 1 likelihood that an evidentiary hearing would be required and Padmon would be prejudiced 2 if it had to uncover all of the facts and present its evidence as early as September 18, 2017. 3 Finally, the Committee is currently exploring different causes of action against 4 GVMI based on certain pre-petition conduct of GVMI such as lien avoidance and equitable 5 subordination. The Committee has not received all of the documents ordered to be produced 6 under the Rule 2004 Orders. The Committee needs time to review these important 7 documents. In the event a complaint is filed against GVMI, there is no way those issues will 8 be resolved by September 18, 2017. Therefore, this Court should deny the Plan Proponents’ 9 request to fast-track the proceedings in this case as the proposed deadlines are unrealistic DECONCINI MCDONALD YETWIN & LACY, P.C. 10 and prejudicial to the creditors. 2525 East Broadway Blvd., Suite 200 11 C. The Plan Proponents’ liquidity issues are not sufficient cause to deviate Tucson, AZ 85716-5300 12 from the normal confirmation deadlines. 13 While Padmon is mindful of the current liquidity issues the hospital faces, the Plan 14 Proponents have not demonstrated sufficient cause for the unconventional relief they 15 request. In exercising its discretion under Rule 9006(c), a court should consider the 16 prejudice to parties entitled to notice and weigh this against the reasons for shortening 17 notice. In re Philadelphia Newspapers, LLC, 690 F.3d 161, 171 (3d Cir. 2012). 18 The Plan Proponents’ articulated justification for shortening the time period is not 19 sufficient cause to shorten crucial deadlines. For example, the Plan Proponents state in their 20 Motion to Reduce: 21 Here, the prejudice that might be suffered as a result of the slight reduction of the notice periods is far outweighed by the compelling reasons for 22 shortening them. If the Amended Plan is not confirmed by October, Debtors will run out of cash and Lateral will be in position to foreclose. If 23 that happens, only the secured creditors will receive any significant return on their claims, and unsecured creditors will receive little or nothing. 24 25 See Motion to Reduce, p. 4, lines 17-22. Padmon asserts that the underlying premise 26 In re GV Hospital Management, LLC; Case No. 4:17-bk-03351-SHG Page 6 of 8 I:\FILES\DOCS\PADM01\170270\PLDG\11N5769.DOCX Case 4:17-bk-03351-SHG Doc 327 Filed 08/14/17 Entered 08/14/17 12:01:50 Desc Main Document Page 6 of 8 1 asserted by the Plan Proponents that the reduced timelines will benefit the unsecured 2 creditors is disingenuous because the proposed Amended Plan provides little if nothing for 3 the unsecured creditors. Padmon asserts that the unsecured creditors would benefit from 4 ample time to uncover evidence regarding potential causes of action against GVMI in order 5 to maximize distributions to unsecured creditors. If the confirmation proceedings are 6 truncated, this will only benefit GVMI and not the creditor body as a whole. 7 Further, there are other unresolved issues regarding GVMI’s claim that will not be 8 ripe for adjudication prior to a confirmation trial in mid-September. While Padmon 9 appreciates the concerns raised by the Plan Proponents regarding the gravity of the situation DECONCINI MCDONALD YETWIN & LACY, P.C. 10 with respect to the Debtors possibly running out of cash in early October, the creditors and 2525 East Broadway Blvd., Suite 200 11 the Court should not be forced to accept a plan simply because it is more convenient for Tucson, AZ 85716-5300 12 GVMI if these proceedings are handled on an expedited basis. The creditors simply need 13 more time to let the bankruptcy process unfold. Padmon will diligently work towards 14 attempting to resolve these issues as expeditiously as possible with the Plan Proponents and 15 other parties in interest in the case. 16 III. CONCLUSION 17 WHEREFORE, Padmon respectfully requests that the Court deny the Plan 18 Proponents’ request to expedite these proceedings and deviate from the timelines 19 established under Rules 3017 and 2002(b). The Plan Proponents have not demonstrated 20 sufficient cause for the unconventional relief they request in light of the unresolved issues 21 that remain in this case as highlighted above. 22 RESPECTFULLY SUBMITTED this 14th day of August, 2017. 23 DECONCINI MCDONALD YETWIN & LACY, P.C. 24 By:/s/Jody A. Corrales (AZ #024869) 25 Jody A. Corrales, Esq. Attorneys for Padmon, LLC 26 In re GV Hospital Management, LLC; Case No. 4:17-bk-03351-SHG Page 7 of 8 I:\FILES\DOCS\PADM01\170270\PLDG\11N5769.DOCX Case 4:17-bk-03351-SHG Doc 327 Filed 08/14/17 Entered 08/14/17 12:01:50 Desc Main Document Page 7 of 8 1 ORIGINAL of the foregoing electronically 2 filed this 14th day of August, 2017, with: 3 CLERK, UNITED STATES BANKRUPTCY COURT DISTRICT OF ARIZONA 4 https://ecf.azb.uscourts.gov 5 COPIES of the foregoing mailed via electronic or U.S. Mail this 14th day of August, 2017, to: 6 S. Cary Forrester FORRESTER & WORTH, PLLC 7 3636 N. Central Avenue, Suite 700 Phoenix, AZ 85012 8 scf@forresterandworth.com Attorneys for Debtors 9 Steven D. Jerome DECONCINI MCDONALD YETWIN & LACY, P.C. 10 Jill H. Perrella SNELL & WILMER LLP 2525 East Broadway Blvd., Suite 200 11 One Arizona Center 12 400 E Van Buren Tucson, AZ 85716-5300 Phoenix, AZ 85004-2202 13 sjerome@swlaw.com jperrella@swlaw.com 14 Attorneys for Green Valley Medical Investments, LLP 15 Larry Watson OFFICE OF THE U.S. TRUSTEE 16 230 N. First Avenue, Suite 204 Phoenix, AZ 85003 17 larry.watson@usdoj.gov 18 By/s/Mark P. Felix 19 20 21 22 23 24 25 26 In re GV Hospital Management, LLC; Case No. 4:17-bk-03351-SHG Page 8 of 8 I:\FILES\DOCS\PADM01\170270\PLDG\11N5769.DOCX Case 4:17-bk-03351-SHG Doc 327 Filed 08/14/17 Entered 08/14/17 12:01:50 Desc Main Document Page 8 of 8

Objection to Disclosure Statement in Support of Debtors' and GVMI's First Amended Joint Plan of Liquidation Dated July 31, 2017 filed by ROBERT M CHARLES JR of LEWIS ROCA ROTHGERBER CHRISTIE LLP on behalf of SQN Asset Finance (Guernsey) Limited, SQN Asset Finance Income Fund Ltd. (related document(s) {{287}} Amended Disclosure Statement, {{313}} Objection, {{315}} Objection).

1 Lewis Roca Rothgerber Christie LLP One South Church Avenue, Suite 700 Tucson, AZ 85701-1611 2 Telephone: 520.622.2090 Susan M. Freeman (State Bar No. 004199) 3 Direct Telephone: 602.262.5756 Email: sfreeman@lrrc.com 4 Robert M. Charles, Jr. (State Bar No. 007359) Direct Telephone: 520.629.4427 Direct Facsimile: 520.879.4705 5 Email: rcharles@lrrc.com Attorneys for SQN Asset Finance Income Fund Ltd. 6 and SQN Asset Finance (Guernsey) Limited 7 UNITED STATES BANKRUPTCY COURT 8 DISTRICT OF ARIZONA 9 In re: Chapter 11 Cases 10 GV Hospital Management, LLC, Jointly Administered 40 North Central Avenue, Suite 1900 11 Debtor. Case No. 4:17-bk-03351-SHG Phoenix, Arizona 85004-4429 12 In re: Case No. 4:17-bk-03353-SHG Case No. 4:17-bk-03354-SHG 13 Green Valley Hospital, LLC, Objection to Disclosure Statement 14 Debtor. In Support Of Debtors’ And 15 In re: GVMI’s First Amended Joint Plan Of Liquidation Dated July 31, 2017 16 GV II Holdings, LLC, Date: August 15, 2017 17 Debtor. Time: 3:00 p.m. This filing applies to: 18  All Debtors 19  GV Hospital Management, LLC  Green Valley Hospital, LLC 20  GV II Holdings, LLC 21 SQN Asset Finance (Guernsey) Limited ("SQN") objects to the request for approval of the 22 Disclosure Statement In Support Of Debtors’ And GVMI’s First Amended Joint Plan Of 23 Liquidation Dated July 31, 2017 [ECF No. 287]. Additionally, SQN joins in the United States 24 Trustee’s Objection [ECF #315] and the Committee’s Objection [ECF #313] without restating each 25 of their positions. This Objection is explained in the following memorandum, is supported by this 26 Court’s record, and by the record to be developed with this Court. This objection is made under 11 27 U.S.C. § 1125 and Bankr. R. 3016 and 3017. 28 Case 4:17-bk-03351-SHG Doc 328 Filed 08/14/17 Entered 08/14/17 14:14:57 Desc 102086009_1 Main Document Page 1 of 9 1 Debtors’ And GVMI’s First Amended Joint Plan Of Liquidation Dated July 31, 2017 (DE 2 #286) (the "Plan") remains, at its core, a conversion of value from SQN and other creditors to the 3 owners of Green Valley Medical Investments, LLLP ("GVMI") via GVMI’s ownership of Newco. 4 Just as to SQN, Newco gets an unfair loan on SQN’s collateral, where Newco can pick and choose 5 collateral, with unfair terms. 6 As currently on file, the Disclosure Statement lacks adequate information. Further, the plan 7 of reorganization is patently not confirmable as a matter of law, for a number of reasons. 8 Memorandum 9 Standard 10 The minimum standard for a disclosure statement is that it contain "adequate information" 40 North Central Avenue, Suite 1900 11 for creditor consideration of the plan of reorganization.1 This Court has substantial discretion in Phoenix, Arizona 85004-4429 12 making that decision,2 but the Bankruptcy Code places the burden of scrutinizing the proposed 13 disclosure statement on the Court.3 The issue is the adequacy of disclosure to creditors generally, 14 not simply the objector.4 15 Further, "[W]here a plan is on its face nonconfirmable, as a matter of law, it is appropriate 16 for the court to deny approval of the disclosure statement describing the nonconfirmable plan."5 17 1 11 U.S.C. § 1125(b); see In re Conco, Inc., 855 F.3d 703, 714 (6th Cir. 2017); In re California 18 Fid., Inc., 198 B.R. 567, 571 (B.A.P. 9th Cir. 1996) ("At a minimum, § 1125(b) seeks to guarantee 19 that a creditor receives adequate information about the plan before the creditor is asked for a vote. [Century Glove, Inc. v. First Am. Bank of New York, 860 F.2d 94, 100 (3d Cir. 1988)] (citing the 20 legislative history of § 1125)"). 2 In re Brotby, 303 B.R. 177, 193 (B.A.P. 9th Cir. 2003), citing In re Texas Extrusion Corp., 844 21 F.2d 1142, 1157 (5th Cir. 1988). 22 3 In re Main St. AC, Inc., 234 B.R. 771, 774–75 (Bankr. N.D. Cal. 1999) ("Congress imposed upon the Court an independent obligation to determine whether a disclosure statement includes adequate 23 information, in part because "court supervision of the contents of the disclosure statement will 24 protect the public investor from any serious inadequacies in *775 the disclosure statement." H.R. Rep. No. 95–595, 95th Cong., 1st Sess. 228 (1977), reprinted in 1978 U.S.C.C.A.N. 5963, 6187."). 25 4 See In re Perez, 30 F.3d 1209, 1217 (9th Cir. 1994) (objector had standing to appeal adequacy of 26 disclosure). 5 In re Arnold, 471 B.R. 578, 586 (Bankr. C.D. Cal. 2012), quoting In re Silberkraus, 253 B.R. 890, 27 899 (Bankr. C.D. Cal. 2000); see also 7 Alan N. Resnick & Henry J. Sommer, Collier on 28 Bankruptcy ¶ 1125.03[4] at 1125–23 (16th ed. 2011) ("most courts will not approve a disclosure statement if the underlying plan is clearly unconfirmable on its face") (citations omitted). Case 4:17-bk-03351-SHG Doc 328 Filed 08/14/17 2 Entered 08/14/17 14:14:57 Desc 102086009_1 Main Document Page 2 of 9 1 Inadequacies 2 1. What Exactly Are The Sale Terms 3 The Disclosure Statement goes to lengths to lard up the total consideration by GVMI for 4 Newco’s purchase of Debtors’ assets free and clear of liens, claims and interests.6 Yet, the Plan 5 provides that if the value of the FF&E Collateral is more than $4,625,000, if the value of the Real 6 Property Collateral is more than $880,000, or if the value of SQN’s collateral is more than 7 $5,505,000, then SQN gets its collateral back over some portion of a year. A fortiori, the FF&E 8 owned by GVH must be proposed to be sold to Newco for $4,625,000 or less, and the Real 9 Property Collateral owned by GV II must be proposed to be sold for $880,000 or less. The 10 Disclosure Statement should say so, and provide for a sale, subject to SQN’s rights under § 363(k). 40 North Central Avenue, Suite 1900 11 2. The Disclosure Statement Ignores The Separate Debtors Phoenix, Arizona 85004-4429 12 With respect to SQN, the Plan treats the three Debtors as if their assets have been 13 substantively consolidated.7 No such proceeding is pending, and no such order has been entered by 14 the Court. 15 The legal basis for substantive consolidation (other than state law merger) is well known in 16 bankruptcy. "Substantive consolidation is an uncodified, equitable doctrine allowing the 17 bankruptcy court, for purposes of the bankruptcy, to'combine the assets and liabilities of separate 18 and distinct—but related—legal entities into a single pool and treat them as though they belong to 19 a single entity.’"8 "Under Bonham, substantive consolidation is appropriate if the bankruptcy court 20 determines either that (1) creditors dealt with the consolidated entities as a single economic unit or 21 (2) the debtor's affairs were so entangled that consolidation would benefit all creditors."9 22 23 24 6 E.g. Disclosure Statement at 40. 7 25 Disclosure Statement at 32-35. 8 26 In re Clark, 548 B.R. 246, 254 (B.A.P. 9th Cir. 2016), aff’d sub nom., No. 16-60025, 2017 WL 2963538 (9th Cir. July 12, 2017); Alexander v. Compton (In re Bonham), 229 F.3d 750, 766 (9th 27 Cir. 2000) (adopting the test set forth by the Second Circuit in In re Augie/Restivo Baking Co., Ltd., 860 F.2d 515, 519 (2d Cir. 1988). 28 9 In re Clark, 2017 WL 2963538, at *1, citing Bonham, 229 F.3d at 766. Case 4:17-bk-03351-SHG Doc 328 Filed 08/14/17 3 Entered 08/14/17 14:14:57 Desc 102086009_1 Main Document Page 3 of 9 1 Substantive consolidation is an extraordinary remedy to be used sparingly.10 It requires due 2 process – ordinarily commenced by summons and complaint,11 or at least a contested matter.12 The 3 proponent has the burden of proof and evidence is required. 4 Here, the Disclosure Statement proceeds as if substantive consolidation is a fait accompli 5 as to SQN. Simultaneously, the Disclosure Statement disclaims substantive consolidation at this 6 time. No evidence is presented; due process is ignored. The corporate separateness of the Debtors 7 is ignored and creditors lumped into classes without rights related to their separate obligors. 8 Absent an order of this Court substantively consolidating the Debtors, any plan must be proposed 9 and creditor voting allowed as the Debtors are now legally recognized.13 10 As Debtors are not substantively consolidated, yet treated as such under the Plan as to 40 North Central Avenue, Suite 1900 11 SQN, the harm to SQN includes: Phoenix, Arizona 85004-4429 12 • Failure to vote claims by debtor, 13 • the 1111(b) election can’t be made as to the individual Debtor and differing 14 collateral, and 15 • SQN’s pledge of equity in GV II is extinguished. 16 17 10 In re R & S St. Rose Lenders, LLC, 553 B.R. 814, 851 (Bankr. D. Nev. 2016), aff’d, No. 2:16-18 CV-00707-APG, 2017 WL 937721 (D. Nev. Mar. 8, 2017) ("Although the essential purpose of the doctrine is to ensure fairness to all creditors, the doctrine must be used sparingly. [Bonham] at 764 19 and 768; In re Aroonsakool, 2014 WL 1273696 at *8 (9th Cir. BAP Mar. 28, 2014).)"; "As a result, "resort to consolidation should not be Pavlovian, but... should be used sparingly," with a 20 heightened degree of due process and due consideration for the harm or economic prejudice that such a remedy would occasion. Bonham, 229 F.3d at 767 (quoting Union Sav. Bank v. 21 Augie/Restivo Baking Co. (In re Augie/Restivo Baking Co.), 860 F.2d 515, 519 (2d Cir. 1988) and 22 Flora Mir Candy Corp. v. R.S. Dickson & Co. (In re Flora Mir Candy Corp.), 432 F.2d 1060, 1062–63 (2d Cir. 1970)); see also In re Luth/In re Worley Grain Co., Inc., 28 B.R. 564, 566–67 23 (Bankr. D. Idaho 1983)", quoted in In re Wheeler, 444 B.R. 598, 609 (Bankr. D. Idaho 2011). 11 24 See In re Owner Mgmt. Serv., LLC Tr. Corps, 530 B.R. 711, 724 (Bankr. C.D. Cal. 2015), aff’d sub nom. OMS, LLC v. Bank of Am., N.A., No. CV 15-3876-R, 2015 WL 12712307 (C.D. Cal. Nov. 25 6, 2015) (adversary proceeding provides procedural safeguards). 12 26 E.g. In re The Lodge at Big Sky, LLC, 454 B.R. 138, 142 (Bankr. D. Mont. 2011); Bonham, supra. 27 13 In re Cent. European Indus. Dev. Co. LLC, 288 B.R. 572, 576 (Bankr. N.D. Cal. 2003) 28 ("substantive consolidation via a plan would require the affirmative vote of each class of each of debtors’ creditors, counted before consolidation."). Case 4:17-bk-03351-SHG Doc 328 Filed 08/14/17 4 Entered 08/14/17 14:14:57 Desc 102086009_1 Main Document Page 4 of 9 1 3. Classification Of The SQN Claims Is Improper 2 Under 11 U.S.C. § 1122(a), claims may be placed in the same class only where 3 substantially similar. Stated conversely, claims that are not substantially similar may not be 4 classified together.14 The determination of whether claims are substantially similar is straight 5 forward: 6 The Ninth Circuit has determined that the bankruptcy judge "must evaluate the nature of each claim, i.e., the kind, species, or character of each category of 7 claims." [Steelcase Inc. v. Johnston (In re Johnston), 21 F.3d 323, 327 (9th Cir. 1994)] (citing In re Los Angeles Land & Invs., Ltd., 282 F.Supp. 448, 453–54 (D. 8 Haw. 1968), aff’d, 447 F.2d 1366, 1367 (9th Cir. 1971)).15 9 In Johnston, an unsecured creditor’s claim was not substantially similar to other unsecured 10 claims due to, among other things, a third party source of collateral, pending litigation, and the 40 North Central Avenue, Suite 1900 11 possibility of full payment. In Loop 76, the unsecured creditor’s claim was not substantially similar Phoenix, Arizona 85004-4429 12 due to the presence of a potentially solvent guarantor source of payment. In an older Ninth Circuit 13 opinion, the court noted that "creditors with claims against different properties generally are 14 entitled to separate classification."16 15 Here, SQN has debt secured by medical equipment and other FF&E of GVH, undeveloped 16 land of GV II, and the equity ownership of GV II. Because the nature of the tangible collateral is 17 so different, one depreciates rapidly, the other is land; and because the obligors are different, the 18 claims are not substantially similar. They may not be classified in one class. The improper 19 classification also improperly impairs the ability of SQN to make the 1111(b) election between the 20 separate collateral owned by different debtor. 21 22 23 14 24 In re Loop 76, LLC, 465 B.R. 525, 536 (B.A.P. 9th Cir. 2012), aff’d, 578 F. App’x 644 (9th Cir. 2014) ("However, § 1122(a) mandates that dissimilar claims cannot be placed into the same 25 class."). 15 26 In re Loop 76, LLC, 465 B.R. at 536. 16 In re Commercial W. Fin. Corp., 761 F.2d 1329, 1338 (9th Cir. 1985), citing 5 Collier on 27 Bankruptcy ¶ 1122.03[6] at 1122-12 (15th ed. 1984); Mokava Corp. v. Dolan, 147 F.2d 340 (2d Cir. 28 1945); In re Palisades-On-The-Desplaines, 89 F.2d 214 (7th Cir. 1937); In re Sullivan, 26 B.R. 677 (Bankr. W.D. N.Y. 1982). Case 4:17-bk-03351-SHG Doc 328 Filed 08/14/17 5 Entered 08/14/17 14:14:57 Desc 102086009_1 Main Document Page 5 of 9 1 4. The Disclosure Statement Ignores SQN’s Credit Bid Rights 2 SQN holds senior liens on equipment owned by GVH, land owned by GV II, as well as the 3 GV II equity. The Disclosure Statement says the Acquired Assets are being sold to Newco on a 4 free and clear basis.17 Under § 363(k) and § 1129(b)(2)(A), SQN legally has the right to credit bid 5 its claim in the event of a sale.18 The Plan and Disclosure Statement don’t provide for this. 6 5. The Plan Is Not Fair And Equitable 7 The Plan here asserts that GVMI is foreclosing its liens and contributing the "Acquired 8 Assets" to Newco, but the SQN claims are treated as if there is one debtor and one fungible pot of 9 collateral as to which the SQN Claim is bifurcated into secured and unsecured portions. SQN 10 strongly disputes the notion that Debtors can accomplish their insider sale without any marketing 40 North Central Avenue, Suite 1900 11 of their assets.19 At a minimum, the Disclosure Statement should explain why LaSalle is ignored. Phoenix, Arizona 85004-4429 12 Even more fundamentally, it is unclear on what legal theory the Plan proceeds. Is this a sale 13 where GVMI is foreclosing its liens that are junior to SQN? If so, how are SQN’s senior rights 14 protected? If this is a sale of estate property to Newco, where are SQN’s credit bid rights? 15 6. The Disclosure Statement Contains No Projections 16 The Plan converts all of the Debtors’ assets into "Newco" owned by GVMI et al. There is 17 no meaningful discussion of Debtors’ current operation or financial projections, or projections for 18 Newco. Such projections are essential for consideration of the proposed sale and alternatives to the 19 Plan.20 Given the proposed stretch-out of SQN’s secured claim while its collateral is used and 20 deteriorates, Newco’s explanation of just how it will have the wherewithal to make a decade of 21 payments is important. 22 23 24 17 Disclosure Statement at 34. 18 25 See RadLAX Gateway Hotel, LLC v. Amalgamated Bank, 566 U.S. 639, 132 S. Ct. 2065 (2012). 19 26 Bank of Am. Nat’l Trust & Sav. Ass’n v. 203 North LaSalle Street P’ship, 526 U.S. 434, 119 S. Ct. 1411 (1999); In re Castleton Plaza, LP, 707 F.3d 821, 823-24 (7th Cir. 2013). 27 20 In re Brotby, 303 B.R. 177, 194 (B.A.P. 9th Cir. 2003) ("A debtor’s projected future income is 28 relevant both when a disclosure statement is approved and at confirmation. See In re Michelson, 141 B.R. 715, 718 (Bankr. E.D. Cal. 1992)"). Case 4:17-bk-03351-SHG Doc 328 Filed 08/14/17 6 Entered 08/14/17 14:14:57 Desc 102086009_1 Main Document Page 6 of 9 1 The issue is even more important if Newco does not accept the Court’s value, and must 2 return (and presumably replace) SQN’s collateral within one year. What will Newco spend and 3 how will Newco fund this expense? 4 Conclusion and Reservation 5 The Disclosure Statement does not satisfy § 1125. SQN reserves the right to supplement 6 this Objection. SQN does not waive or limit any of its objections to confirmation of the Plan. 7 DATED August 14, 2017. 8 LEWIS ROCA ROTHGERBER CHRISTIE LLP 9 By:/s/Robert M. Charles, Jr. (007359) 10 Susan M. Freeman Robert M. Charles, Jr. 40 North Central Avenue, Suite 1900 11 Counsel for SQN Asset Finance Income Fund Ltd. and SQN Asset Finance (Guernsey) Limited Phoenix, Arizona 85004-4429 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 4:17-bk-03351-SHG Doc 328 Filed 08/14/17 7 Entered 08/14/17 14:14:57 Desc 102086009_1 Main Document Page 7 of 9 1 CERTIFICATE OF SERVICE 2 I certify that on August 14, 2017, I electronically transmitted the attached document to the Clerk’s Office using the CM/ECF System for filing and transmittal of a Notice of Electronic Filing 3 to the following registrants: 4 PATRICK A CLISHAM on behalf of Creditor GVH Mexinvestors, LLC; Vantage FBA Daniel L. Poppe IRA; Ruben Araiza, and Laura Esther Araiza 5 pac@eblawyers.com, cks@eblawyers.com,bdp@eblawyers.com,klm@eblawyers.com 6 JODY A. CORRALES on behalf of Creditor Padmon, LLC jcorrales@dmyl.com, mfelix@dmyl.com 7 BRADLEY A COSMAN on behalf of Creditor Committee OFFICIAL COMMITTEE OF UNSECURED 8 CREDITORS BCosman@perkinscoie.com, SCarnall@perkinscoie.com,DocketPHX@perkinscoie.com 9 10 STEVEN M COX on behalf of Creditor Green Valley Domestic Water Improvement District smcox@wechv.com, lcollins@wechv.com 40 North Central Avenue, Suite 1900 11 DEAN M. DINNER on behalf of Creditor James R. McDowell dean.dinner@sackstierney.com, Phoenix, Arizona 85004-4429 12 samanta.rivera@sackstierney.com,Sandra.dousdebes@sackstierney.com,Kara.Schrader@SacksTierney.com 13 Christopher J. Dylla on behalf of Creditor ARIZONA DEPARTMENT OF REVENUE christopher.dylla@azag.gov, bankruptcyunit@azag.gov,hua.qin@azag.gov,michelle.schlosser@azag.gov 14 DENISE ANN FAULK on behalf of Creditor United States of America on behalf of IRS 15 denise.faulk@usdoj.gov, lisa.startup@usdoj.gov,pamela.vavra@usdoj.gov 16 S. CARY FORRESTER on behalf of Debtor GREEN VALLEY HOSPITAL, LLC scf@forresterandworth.com, mdb@forresterandworth.com,r50942@notify.bestcase.com 17 S. CARY FORRESTER on behalf of Debtor GV HOSPITAL MANAGEMENT, LLC 18 scf@forresterandworth.com, mdb@forresterandworth.com,r50942@notify.bestcase.com 19 S. CARY FORRESTER on behalf of Debtor GV II HOLDINGS, LLC 20 scf@forresterandworth.com, mdb@forresterandworth.com,r50942@notify.bestcase.com 21 SUSAN N. GOODMAN on behalf of Health Care Ombudsman SUSAN N. GOODMAN sgoodman@mcrazlaw.com, ecfbk@mcrazlaw.com,tdahl@mcrazlaw.com,doesterle@mcrazlaw.com 22 JILL MORTON HULSIZER on behalf of Creditor AB Staffing Solutions, LLC 23 jhulsizer@ABstaffing.com 24 STEVEN D. JEROME on behalf of Creditor Green Valley Medical Investments, LLLP sjerome@swlaw.com, docket@swlaw.com,mminnick@swlaw.com 25 MICHAEL R. JOHNSON on behalf of Creditor Med One Capital Funding, LLC 26 mjohnson@rqn.com, dburton@rqn.com,docket@rqn.com 27 K. KENNETH KOTLER on behalf of Creditor KAN-DI-KI, LLC kotler@kenkotler.com, linda@kenkotler.com 28 Case 4:17-bk-03351-SHG Doc 328 Filed 08/14/17 8 Entered 08/14/17 14:14:57 Desc 102086009_1 Main Document Page 8 of 9 1 ALISA C. LACEY on behalf of Creditor CERNER CORPORATION alisa.lacey@stinson.com, anne.finch@stinson.com,Lindsay.petrowski@stinson.com 2 RICHARD M. LORENZEN on behalf of Creditor Committee OFFICIAL COMMITTEE OF 3 UNSECURED CREDITORS rlorenzen@perkinscoie.com, docketphx@perkinscoie.com,smurphy@perkinscoie.com 4 JULIA LIN MATTER on behalf of Creditor PIMA COUNTY 5 Julia.Matter@pcao.pima.gov, pcaocvbk@pcao.pima.gov 6 SAMUEL A NEWMAN on behalf of Interested Party LATERAL U.S. CREDIT OPPORTUNITIES FUND, L.P. 7 snewman@gibsondunn.com 8 WILLIAM NOVOTNY on behalf of Creditor Artemis Realty Capital Advisors, LLC 9 wnovotny@dickinsonwright.com 10 CRISTINA PEREZ HESANO on behalf of Creditor DAVID S. WANGER cperez@bellahperez.com, jwolfe@bellahperez.com 40 North Central Avenue, Suite 1900 11 JILL H PERRELLA on behalf of Creditor Green Valley Medical Investments, LLLP Phoenix, Arizona 85004-4429 12 jperrella@swlaw.com, cpalma@swlaw.com,docket_tux@swlaw.com 13 JONATHAN M. SAFFER on behalf of Creditor Green Valley Medical Investments, LLLP jmsaffer@swlaw.com, docket_tux@swlaw.com,cpalma@swlaw.com 14 ROBERT A. SHULL on behalf of Creditor Artemis Realty Capital Advisors, LLC 15 rshull@dickinsonwright.com, csabori@dickinsonwright.com 16 MATTHEW ALLEN SILVERMAN on behalf of Creditor ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM 17 matthew.silverman@azag.gov, BankruptcyUnit@azag.gov,hua.qin@azag.gov,michelle.schlosser@azag.gov 18 KELLY SINGER on behalf of Interested Party LATERAL U.S. CREDIT OPPORTUNITIES FUND, L.P. 19 kelly.singer@squirepb.com, wendy.anderson@squirepb.com 20 LARRY L. WATSON on behalf of U.S. Trustee U.S. TRUSTEE larry.watson@usdoj.gov, Christopher.stewart2@usdoj.gov,coleen.craig@usdoj.gov 21 GENEVIEVE GRAY WEINER on behalf of Interested Party LATERAL U.S. CREDIT OPPORTUNITIES 22 FUND, L.P. gweiner@gibsondunn.com 23/s/Renee L. Creswell 24 LEWIS ROCA ROTHGERBER CHRISTIE LLP 25 26 27 28 Case 4:17-bk-03351-SHG Doc 328 Filed 08/14/17 9 Entered 08/14/17 14:14:57 Desc 102086009_1 Main Document Page 9 of 9

Application for FRBP 2004 Examination of GV Hospital Management, LLC (For Documents Only) filed by Christopher J. Dylla of Office of the Arizona Attorney General on behalf of ARIZONA DEPARTMENT OF REVENUE.

Mark Brnovich Attorney General 2 Firm State Bar No. 14000 3 Christopher J. Dylla 4 Assistant Attorney General State Bar No. 027114 5 Office of the Attorney General 6 1275 West Washington Street Phoenix, Arizona 85007-2926 7 Telephone: (602) 542-8389 Facsimile: (602) 542-4273 8 Email: christopher.dylla@azag.gov 9 Attorney for the State of Arizona ex rei. Arizona Department of Revenue 10 IN THE UNITED STATES BANKRUPTCY COURT II IN AND FOR THE DISTRICT OF ARIZONA 12 13 In re: Chapter 11 GV HOSPITAL MANAGEMENT, LLC 14 EIN: 46-5098773 Case No. 4: 17-bk-03351-SHG Debtor. Case No. 4: 17-bk-03353-SHG 15 Case No. 4: 17-bk-03354-SHG 16 In re: GREEN VALLEY HOSPITAL, LLC (Jointly Administered) 17 EIN: 45-4006710 Debtor. APPLICATION FOR 2004 18 EXAMINATION OF GV HOSPITAL 19 In re: MANAGEMENT, LLC GV II HOLDINGS, LLC 20 EIN: 46-1495917 (For Documents Only) Debtor 21 22 THIS FILING APPLIES TO: DALL DEBTORS 23 DOREEN VALLEY HOSPITAL, LLC 24 181 GV HOSPITAL MANAGEMENT, LLC OGVII HOLDINGS, LLC 25 26 The State of Arizona ex rei. Arizona Department of Revenue ("Department"), as a party Case 4:17-bk-03351-SHG Doc 330 Filed 08/15/17 Entered 08/15/17 10:40:56 Desc Main Document Page 1 of 5 in interest, hereby moves this Court for an Order directing GV Hospital Management, LLC 2 ("Debtor") to produce documents pursuant to Federal Rule of Bankruptcy Procedure 2004. For 3 its application, the Department respectfully represents as follows: 4 1. On April 3, 2017, the Debtor filed a Chapter 11 petition for relief under Title 11 5 6 of the United States Code. The case was assigned the Case No. 4: 17-bk-03351-SHG. 7 2. Rule 2004 of the Federal Rules of Bankruptcy Procedure allows a court to 8 authorize the examination of any entity as to "the acts, conduct, or property, or to the liabilities 9 and financial condition of the debtor, or to any matter which may affect the administration of 10 the debtor's estate or to the debtor's right to a discharge." Fed. R. Bankr. P. 2004(b). The II 12 opportunity to conduct such an examination is available to "any party in interest," Fed. R. 13 Bankr. P. 2004(a). However, whether a court permits the examination is at the court's 14 discretion, In re Dinubilo, 177 B.R. 932, 939 (E.D. Cal. 1993), and which requires sutlicient 15 cause to grant. Id at 943. 16 3. A motion and order for a Rule 2004 examination may be made and granted ex 17 18 parte, see Advisory Committee Note to Rule 2004, and without notice to examinee. In re Good 19 Hope Refineries, Inc., 9 B.R. 421, 422 (Bankr. D. Mass. 1981). Both the debtor and "third 20 parties" are vulnerable to the extensive discovery the rule permits. In re Wilcher, 56 B.R. 428, 21 434 (Bankr. N.D. Ill. 1985). The examination may include questions concerning the liabilities 22 and financial condition of the debtor or any matter which may affect the administration of the 23 24 estate. The scope of the inquiries is determined by the relevance of the information sought to 25 the continued administration of the bankruptcy estate. In re Cinderella Clothing Industries, 26 Inc., 93 B.R. 373, 378-9 (Bankr. E.D. Pa. 1988). 2 Case 4:17-bk-03351-SHG Doc 330 Filed 08/15/17 Entered 08/15/17 10:40:56 Desc Main Document Page 2 of 5 4. The Department has considered the requirements of F.R.B.P. 2004(e) and 2 determined that the Debtor resides not more than 100 miles from the place of the examination. 3 5. The Department has provided instructions and definitions relevant to the 2004 4 examination application attached hereto within Exhibit "A". 5 6 6. The Department believes and therefore alleges that the information sought is 7 relevant to the liabilities and financial dealings of the Debtor and its estate, and to matters 8 affecting the administration of the estate. 9 7. As a result, the Department believes and therefore alleges that sufficient cause 10 exists in which the Court is able to grant the Department's application for 2004 examination. II 12 WHEREFORE, the Department respectfully requests that the Court grant this 13 application and issue an order: 14 A. Directing the Debtor to produce copies of the documents, including 15 electronically stored information, within the Debtor's possession, custody, or control listed in 16 Exhibit "A" attached hereto in accordance with Red. R. Civ. P. 34 to the undersigned counsel 17 18 via either email directed to christopher.dylla@azag.gov or by hand or mail delivery to the 19 attention of Christopher J. Dylla, Bankruptcy & Collection Enforcement, Arizona Attorney 20 General's Office, 1275 West Washington, Phoenix, Arizona 85007 on a date and time 21 agreeable to the parties or, if upon notice, after not less than 14 days' notice; and 22 B. For such other and further relief as this Court deems proper. 23 24 25 26 3 Case 4:17-bk-03351-SHG Doc 330 Filed 08/15/17 Entered 08/15/17 10:40:56 Desc Main Document Page 3 of 5 RES PECTFULLY SUB MITTED thi s 15111 day of August, 20 17. Gerl-2 MARK BRNOVI CH 3 4 5 0.1~,,4 6 Christopher J. Dylla Assistant Anorncy General 7 Attorney lo r the State of Ari zona ex rei. Ari zona Department of Revenue 8 9 10 II 12 13 14 15 16 17 18 19 20 21 22 24 25 26 4 Case 4:17-bk-03351-SHG Doc 330 Filed 08/15/17 Entered 08/15/17 10:40:56 Desc Main Document Page 4 of 5 ORI GINAL of the fo rego ing filed electronicall y 2 this 15111 day of August, 20 17 with: 3 United States Bankruptcy Court 4 Tucson Di vision 38 South Scott Avenue 5 Tucson, AZ 8570 I 6 CO PY of the fo rego ing sent via email 7 this 15111 day or 1\ugust. 20 17 to: 8 S. Cary Forrester, Esq. 9 Fon ester & Worth, PLLC 3636 North Central Avenue. Suite 700 10 Phoen ix, AZ 850 12 Ema il: scf@lorresterandworth.com II Arrorney for Debror 12 Larry L. Watson, Esq. 13 Onice of the U.S. Trustee 230 North Ist Avenue, Suite 204 14 Phoeni x, AZ 85003 15 Email: larrv.watson@usdo j.gov Attorney f or rhe U.S. Trustee 16 Bradl ey A. Cosman, Esq. 17 Richard M. Lorenzen, Esq. 18 Perkins Co ie LLP 2901 North Central Avenue, Suite 2000 19 Phoenix, AZ 8501 2 Email: BCosmcm@pcrk inscoie.com 20 rl orenzen@perkinsco ie.com 21 Allorneysj()rfhe 0./ficia/Committee <~l Unsecured Creditors 22 ~n 23 24 #6 133940/BCE 17-00920 25 26 5 Case 4:17-bk-03351-SHG Doc 330 Filed 08/15/17 Entered 08/15/17 10:40:56 Desc Main Document Page 5 of 5

Exhibit A

1 EXHIBIT "A" 2 3 I. INSTRUCTIONS 4 A. This Request for Production of Documents shall be deemed to be a request for the production of all documents enumerated below, whether prepared by you or by any other 5 party, which are in your possession, custody, control or in the possession, custody or control 6 of anyone acting on your behalf, including but not limited to your attorney(s), accountant(s), consultant(s), receiver(s), employee(s) or agent(s). 7 B. With respect to each Request for Production of Documents, the Request will be permitted as requested, unless the Request is objected to, in whole or in part, with a stated 8 reason for the objection. 9 1. If an objection is made to part of a Request, that part shall be specified and the remaining parts of the Request shall be permitted. 10 2. As to each document you are withholding from production on the basis of an asserted privilege, you are to provide the following information: (1) title and 11 description; (2) date; (3) author; (4) recipients; (5) number of pages; (6) subject 12 matter; (7) method of transmission; and (8) the specific grounds for withholding the document. 13 C. A summary shall be attached to the completed Request for Production of Documents listing each specific request for production and indicating the documents produced 14 thereunder and if not produced, in whole or in part, a stated reason shall be given for the non-15 production. D. In the event of a conflict in the Definitions or if a Definition is unclear, 16 incomplete or missing, the parties and/or the Court shall apply the following: Fed. R. Bankr. P. 2004 and 9016, and Fed. R. Civ. P. 34. 17 E. All Requests for Production of Documents are for the Relevant Time Periods 18 unless otherwise stated. II. DEFINITIONS 19 A. "GVHM" refers to GV Hospital Management, LLC and where applicable, its 20 agents, representatives, officers, members, or employees. 21 B. "Account" means any financial account, including but not limited to investment, savings, checking, money market, brokerage, PayPal or other financial accounts, 22 wherever located. 23 C. "Agreement" or "Agreements" means any agreement, contract, lease, 24 settlement, stipulation, or memorandum of understanding, formal or informal, written or oral, without regard to its enforceability or validity at law or in equity. 25 D. "Bankruptcy Case" means Bankruptcy Case No. 4:17-bk-03351-SHG. 26 1 Case 4:17-bk-03351-SHG Doc 330-1 Filed 08/15/17 Entered 08/15/17 10:40:56 Desc Exhibit A Page 1 of 3 1 E. "Business" means all activities associated with or incidental to the business of GV Hospital Management, LLC. 2 F. "Business Records" means general ledgers, asset schedules, balance sheets, 3 monthly profit and loss statements, income statement, schedule of accounts payable, schedule of accounts receivable, inventory lists, K-1’s, other financial statements and a schedule of all 4 distributions or payments of personal expenses made by GV Hospital Management, LLC on 5 behalf of any party with an ownership interest in GV Hospital Management, LLC. 6 G. "Communication" or "Communications" refers to all correspondence, notes, emails, faxes, memoranda, and all other forms of written or electronic communication. 7 H. "Debtor" refers to GV Hospital Management, LLC. 8 I. "Document" or "Documents" is intended to have the broadest possible meaning under Fed. R. Bankr. P. 2004 and 9016 and includes, but is not limited to, any handwritten, 9 recorded, printed, typed, computerized, graphics or photographic material of any kind or 10 character as well as any electronically stored information. J. "Identify" when used with a natural person means: (1) the full name and address 11 (or, if the current address is not known, the last known address) of the person; (2) the person’s 12 present (or, if no longer employed by or associated with GV Hospital Management, LLC, the position or title held) position or title; and (3) each position or title that the person held during 13 the Relevant Time Periods with GV Hospital Management, LLC and the date(s) such positions or titles were held. 14 K. "Quarter" refers to a three month interval dividing a year into four periods. The 15 first quarter encompasses January 1 – March 31; the second quarter encompasses April 1 – 16 June 30; the third quarter encompasses July 1 – September 30; and the fourth quarter encompasses October 1 – December 31. 17 L. "Relevant Time Periods" as addressed in this Request for Production of 18 Documents is: April 1, 2016 through September 30, 2016. M. "Transfer" is intended to have the broadest possible meaning under Fed. R. 19 Bankr. P. 2004 and 9016 and includes every mode, direct or indirect, absolute or conditional, 20 tangible or intangible, voluntary or involuntary, of disposing of or parting with an asset or an interest in an asset and includes payment of money, release, lease, creation of a lien or other 21 encumbrance. 22 III. DOCUMENTS TO BE PRODUCED 23 1. Provide a copy of the articles of organization of GV Hospital Management, 24 LLC as well as the following information relating to GV Hospital Management, LLC: (1) any 25 amendments to the articles of organization; (2) Identify all members and their ownership interest; (3) Identify each and every individual who exerted financial and/or operational control 26 of GV Hospital Management, LLC within the Relevant Time Periods; and (4) any operating agreements in place within the Relevant Time Periods. 2 Case 4:17-bk-03351-SHG Doc 330-1 Filed 08/15/17 Entered 08/15/17 10:40:56 Desc Exhibit A Page 2 of 3 1 2. Describe the position for each person who exerted financial and/or operational control of GV Hospital Management, LLC within the Relevant Time Periods. 2 3. Describe the responsibilities for each position that exerted financial and/or 3 operational control of GV Hospital Management, LLC within the Relevant Time Periods. 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 3 Case 4:17-bk-03351-SHG Doc 330-1 Filed 08/15/17 Entered 08/15/17 10:40:56 Desc Exhibit A Page 3 of 3

Initial Response GVMI's Preliminary Response to Committee's Objection to Amended Disclosure Statement filed by JILL H PERRELLA of Snell & Wilmer LLP on behalf of Green Valley Medical Investments, LLLP (related document(s) {{313}} Objection).

1 Steven D. Jerome (#018420) Jonathan M. Saffer (#022004) 2 Jill H. Perrella (#026270) SNELL & WILMER L.L.P. 3 One S. Church Ave., Ste. 1500 Tucson, AZ 85701-1630 4 E-Mail: sjerome@swlaw.com jmsaffer@swlaw.com 5 jperrella@swlaw.com Attorneys for Green Valley Medical Investments, 6 LLLP 7 8 IN THE UNITED STATES BANKRUPTCY COURT 9 FOR THE DISTRICT OF ARIZONA 10 In re: Proceedings Under Chapter 11 GV HOSPITAL MANAGEMENT, LLC; 11 GREEN VALLEY HOSPITAL, LLC, and Case No. 4:17-bk-03351-SHG GV II HOLDINGS, LLC Case No. 4:17-bk-03353-SHG 12 Case No. 4:17-bk-03354-SHG Debtors. Snell & Wilmer 13 (Jointly Administered) One S. Church Ave., #1500 Tucson, AZ 85701-1630 LAW OFFICES 14 GVMI’S PRELIMINARY RESPONSE L.L.P. This pleading applies to: TO COMMITTEE’S OBJECTION TO 15 AMENDED DISCLOSURE All Debtors STATEMENT 16 Specific Debtor: Date: August 15, 2017 17 Time: 3:00 p.m. Location: U.S. Bankruptcy Court 18 38 S. Scott Ave. Courtroom 329 19 Tucson, Arizona 85701 20 Green Valley Medical Investments, LLLP ("GVMI") hereby preliminarily 21 responds to the Committee’s Objection to Disclosure Statement in Support of Debtors’ 22 and GVMI’s First Amended Joint Plan of Liquidation [Dkt. No. 313] (the "Committee 23 Objection") filed by the Official Committee of Unsecured Creditors (the "Committee") 24 regarding the Committee’s allegations of claims that the Committee "believes" exist 25 against GVMI. This Preliminary Response is as follows: 26 I. Introduction 27 The purpose of a disclosure statement is to afford the typical creditor adequate 28 information with which to make an informed decision on how to vote—it is not the Case 4:17-bk-03351-SHG 4812-2055-9181 Doc 334 Filed 08/15/17 Entered 08/15/17 12:35:39 Desc Main Document Page 1 of 13 1 appropriate vehicle through which to wage a confirmation battle. See e.g., In re Scioto 2 Valley Mortg. Co., 88 B.R. 168, 172 (Bankr. S.D. Ohio 1988) (provided the disclosure 3 statement contains adequate information, issues respecting the plan's confirmability must 4 await the hearing on confirmation). The Committee spends most of its Objection 5 attacking GVMI and the GVH Board1 for what it alleges in conclusory and speculative 6 fashion is bad faith or inequitable pre-petition conduct. To the extent that the Committee 7 Objection is just a preview of its legal objection to plan confirmation, it should simply be 8 overruled. However, GVMI is filing this Response in order to counter the misleading 9 and/or incorrect arguments and allegations against GVMI set forth in the Committee 10 Objection, and to explain to the Court why such allegations are without merit or value. 11 The Committee faults the Plan Proponents for not including a more detailed 12 discussion of the value of certain avoidance theories or alleged claims against GVMI and Snell & Wilmer 13 GVH Board Members. The Plan Proponents have addressed these claims—indeed, the One S. Church Ave., #1500 Tucson, AZ 85701-1630 LAW OFFICES 14 Committee cites to an excerpt from the Amended Disclosure Statement on Page 2 of its L.L.P. 15 Objection. The Plan Proponents clearly acknowledge in the Amended Disclosure 16 Statement that GVMI’s security interest in the Debtors’ personal property may be subject 17 to avoidance. The Plan Proponents assign no value to this potential avoidance action 18 because, as set forth in more detail below, the assets were fully encumbered by senior 19 liens both as of the date of the grant of the liens and as of the Petition Date, and remain 20 fully encumbered by additional senior liens (including GVMI’s adequate protection lien) 21 post-petition. With respect to the Committee’s other recovery theories, again as set forth 22 in more detail below, GVMI does not believe any of these claims are legally viable and 23 (even assuming they are) is generally not aware of any factual support for the claims. 24 Again, the Plan Proponents do not assign any value to the Committee’s claims. 25 26 1 Capitalized terms not otherwise defined herein shall be ascribed the meanings set 27 forth in the Disclosure Statement in Support of Debtors’ and GVMI’s First Amended Joint Plan of Reorganization dated July 31, 2017 [Dkt. No. 287] ("Amended Disclosure 28 Statement").-2-Case 4:17-bk-03351-SHG 4812-2055-9181 Doc 334 Filed 08/15/17 Entered 08/15/17 12:35:39 Desc Main Document Page 2 of 13 1 Rather than argue about an appropriate "valuation" for the Committee’s claims, the 2 Plan Proponents offered to allow the Committee to prepare a rider for inclusion with the 3 Amended Disclosure Statement in which it may outline its recovery theories. Despite 4 extending the offer to the Committee approximately a week ago, the Committee has 5 elected not to provide a draft of its proposed rider to the Plan Proponents. Instead, it 6 appears the Committee is waiting to argue the Committee Objection first in an effort to 7 vilify GVMI. Nevertheless, the Plan Proponents again offer to the Committee the option 8 to prepare a rider outlining its recovery theories for inclusion with the Amended 9 Disclosure Statement. The Plan Proponents’ only caveats are: (i) the rider may not exceed 10 five (5) pages; (ii) the rider must include an acceptable disclaimer clarifying that the Plan 11 Proponents do not ascribe to the Committee’s theories; and (iii) the rider must be provided 12 immediately to avoid any additional delay in transmission of the Amended Disclosure Snell & Wilmer 13 Statement. One S. Church Ave., #1500 Tucson, AZ 85701-1630 LAW OFFICES 14 II. The Alleged Claims and Causes of Action against GVMI are Either L.L.P. Worthless, Meritless, or Both. 15 16 In the Committee Objection, in an attempt to malign GVMI, the Committee argues 17 that the Amended Disclosure Statement provides inadequate information about alleged 18 claims and causes of action against GVMI proposed to be transferred under the Amended 19 Plan to Newco. However, these alleged claims are either worthless, meritless, or both. 20 Instead, the Committee attempts to imply the existence of meritorious claims based on out 21 of state law, inaccurate facts, innuendo, half-truths and speculation. In an attempt to 22 clarify the Committee’s misleading presentation, GVMI hereby responds, in summary 23 fashion, to each alleged cause of action: 24 A. The Alleged Lien Avoidance Claim Has No Value. 25 As is clearly set forth in the Amended Disclosure Statement, GVMI received and 26 perfected its lien in Management’s personal property by filing a UCC-1 with the Arizona 27 Secretary of State during the preference period. GVMI undertook this action exclusively 28 as a creditor; Management granted the lien and consented to its perfection. The Plan-3-Case 4:17-bk-03351-SHG 4812-2055-9181 Doc 334 Filed 08/15/17 Entered 08/15/17 12:35:39 Desc Main Document Page 3 of 13 1 Proponents clearly set forth in the Amended Disclosure Statement that granting and 2 perfection of this lien may be preferential and may be subject to avoidance under the 3 Debtors’ strong-arm powers or otherwise. The Plan Proponents further clearly disclose 4 that this avoidance action, to the extent it is viable, will be acquired by Newco along with 5 the purchase of Debtors’ assets. 6 Despite this, the Committee complains that Plan Proponents have failed to include 7 a sufficiently detailed explanation of the value of this avoidance claim. The Committee 8 posits that the Debtors’ interest in the underlying assets may be worth as much as $4.166 9 million.2 This is misleading. First, the value of the assets is not the issue—rather, it is the 10 value of GVMI’s pre-petition lien that is at issue. The Plan Proponents do not assign a 11 material value to this avoidance claim because, as of the Petition Date, GVMI’s security 12 interest in these assets was junior to both Artemis’ nearly $9 million claim secured by a Snell & Wilmer 13 blanket lien in all of GVH’s and Management’s assets, and SCM’s approximately $2.4 One S. Church Ave., #1500 Tucson, AZ 85701-1630 LAW OFFICES 14 million claim secured by a first-position security interest in Management’s accounts L.L.P. 15 receivable. GVMI’s pre-petition liens were further diminished following entry of the cash 16 collateral order wherein Lateral was granted a first-position security interest in all of these 17 assets in the amount of $20 million. 18 Second, the "net" collectible accounts receivables are also subject to an offset and 19 repayment obligation in favor of CMS of approximately $1.5 million (the Court has 20 previously approved a payment plan of $50,000 per month). Stated another way, the 21 Committee’s assertion of the amount of net collectible accounts receivable overstates the 22 2 The Committee obtains these values by examining Debtors’ operating reports, 23 which in some cases may represent "book" value, and may not reflect the correct value for purposes of valuing the avoidance claim. As noted elsewhere in the Amended Disclosure 24 Statement, certain of Debtors’ receivables are "stale" and not subject to immediate collection or liquidation, and certainly not without collection expense. Debtors may not 25 be able to obtain full refunds of pre-paid expenses, and the value of the pre-paid expenses declines over time. Debtors’ inventory is hospital supplies, which if liquidated may not 26 yield significant proceeds. Given that GVMI maintained only a second position security interest in the "inventory, pre-paid expenses and interest in insurance policies" and a third 27 position lien on Accounts Receivable, the Plan Proponents respectfully do not believe that it is worth the time and expense of valuing these assets for purposes of aiding the typical 28 creditor’s analysis.-4-Case 4:17-bk-03351-SHG 4812-2055-9181 Doc 334 Filed 08/15/17 Entered 08/15/17 12:35:39 Desc Main Document Page 4 of 13 1 amount by approximately $1.5 million.3 2 Third, as acknowledged by the Committee, GVMI was also granted a post-petition 3 adequate protection lien in Debtors’ personal property (as well as a superpriority 4 administrative expense claim). This relief was not requested or granted based on the 5 unavoidability of any of GVMI’s pre-petition liens in personal property (which again, as 6 of the Petition Date was wholly undersecured). Rather, it was based on the approximately 7 $11 million additional subordination and impairment of GVMI’s lien on its primary 8 collateral, the Debtors’ real property, which was impacted dollar-for-dollar by the 9 subordination.4 10 GVMI’s third position lien in receivables, and second position lien in inventory 11 and pre-paid expenses are, and were at the time they were granted, decidedly "out of the 12 money;" consequently, the Plan Proponents do not believe this avoidance claim is of any Snell & Wilmer 13 material value, even if the § 544 or § 547 avoidance elements could be satisfied and the One S. Church Ave., #1500 Tucson, AZ 85701-1630 LAW OFFICES 14 value of the lien preserved under § 551. To the extent the Committee disputes the value L.L.P. 15 ascribed to the preference claims against GVMI in the Amended Disclosure Statement, it 16 can attempt to explain and support its alternative theory in its proposed rider. 17 B. The Alleged Breach of Fiduciary Duty Claim Is Legally Baseless. 18 In the Committee Objection, the Committee alleges that GVMI, a lender of the 19 Debtors, owes fiduciary duties to other creditors, such as those creditors belonging to the 20 Committee. The Committee reaches this extraordinary conclusion by its argument that 21 GVMI controls the Debtors, who were at all times insolvent, through a majority equity 22 interest,5 and "[c]ourts have recognized that management of an insolvent limited liability 23 company – like directors of an insolvent corporation – owe fiduciary duties to creditors." 24 See Committee Objection at p. ¶ 13. In support of this proposition, the Committee cites to 25 3 Even ignoring all other issues and defects, this overstatement alone reduces the Committee’s "valuation" from a total of $4.1 million to a total maximum of $2.6 million. 26 4 To date, the Committee has not even alleged any impairment in the validity, 27 perfection and enforceability of GVMI’s real property liens. 5 This statement is misleading and factually inaccurate – 2017 GVH, LLC (not 28 GVMI) owns the majority membership interest in GVH.-5-Case 4:17-bk-03351-SHG 4812-2055-9181 Doc 334 Filed 08/15/17 Entered 08/15/17 12:35:39 Desc Main Document Page 5 of 13 1 out of state, non-controlling case law, see Committee Objection at n. 10, despite the fact 2 that the Committee is fully aware6 of controlling, contrary Arizona case law. 3 To illustrate, in TM2008 Investments, Inc. v. Procon Capital Corp., 234 Ariz. 421, 4 424-25 (App. 2014), the Arizona Court of Appeals declined to extend the common law 5 fiduciary duties owed to shareholders and other members of closely held corporations to 6 members of a limited liability company absent direction from the legislature, instead 7 holding that such duties must be delineated in the company’s operating agreement. See 8 also Rose Goodyear Properties, LLC v. NBA Enters. Ltd. P’ship, 235 Ariz. 339, 346 n. 2 9 (App. 2014) ("We need not address whether a member of an LLC has a fiduciary duty to 10 another member under the common law in the absence of a statutory duty or duty imposed 11 under an operating agreement."); Kilpatrick v. Johnson, 2016 WL 1158248, *4 (Ariz. 12 App. March 24, 2016) ("…Arizona’s Limited Liability Company Act does not outline any Snell & Wilmer 13 baseline fiduciary duties, instead allowing the members to adopt an operating agreement One S. Church Ave., #1500 Tucson, AZ 85701-1630 LAW OFFICES 14 to govern the relationships between members, managers, and the company…"). L.L.P. 15 In the Procon decision, the Arizona Court of Appeals declined to "mechanically 16 apply fiduciary duty principles from the law of closely-held corporations or partnerships 17 to a limited liability company created under Arizona law," and held that "the trial court 18 erred by imputing, without reference to the [Operating] Agreement, a fiduciary duty on 19 the members of [the LLC] to each other based solely on principles applicable to closely-20 held corporations and/or partnerships." 234 Ariz. at 424-25. Indeed, in 2015 Judge 21 Nielsen granted a motion to dismiss a bankruptcy estate’s claim for breach of fiduciary 22 duty by a managing member of an Arizona limited liability company based on the Procon 23 holding. See Case No. 2:15-ap-00593-GBN at Dkt. No. 24. 24 In this case, the Debtors’ current and historical operating agreements do not impose 25 any fiduciary duties on its members or managers. The "Amended and Restated Operating 26 Agreement of Green Valley Hospital, LLC dated June 19, 2014" ("2014 Operating 27 6 Prior to the filing of the Committee Objection, counsel for GVMI provided Committee counsel the citation to the Procon decision, which is controlling Arizona law. 28 Notably absent from the Committee Objection is any mention of the Procon decision.-6-Case 4:17-bk-03351-SHG 4812-2055-9181 Doc 334 Filed 08/15/17 Entered 08/15/17 12:35:39 Desc Main Document Page 6 of 13 1 Agreement") does not impose any fiduciary duties upon the members or managers of 2 GVH. In fact, section 3.7 of the 2014 Operating Agreement expressly provides that "[a] 3 member shall have no personal liability for any obligation of the Company." No 4 subsequent amendment to the 2014 Operating Agreement imposed a fiduciary duty upon 5 the members or managers of GVH. Consistent with the 2014 Operating Agreement, the 6 "Third Amended and Restated Operating Agreement of Green Valley Hospital LLC" 7 ("2016 Operating Agreement") also does not impose any fiduciary duties upon the 8 members or managers of GVH. Indeed, section 3.6 of the 2016 Operating Agreement also 9 provides that "[a] member shall have no personal liability for any obligation of the 10 Company." Section 5.10 of the 2016 Operating Agreement further expressly waives any 11 fiduciary duties of members, language which would be fully respected and upheld by 12 Arizona courts under Procon. 7 As such, under Arizona law, GVMI has no fiduciary Snell & Wilmer 13 duties to any person or entity by virtue of its subsidiary’s role as majority member of One S. Church Ave., #1500 Tucson, AZ 85701-1630 LAW OFFICES 14 GVH, including other members and the company itself, and certainly none to creditors.8 L.L.P. 15 Moreover, even if such fiduciary duties did exist, the Committee has provided no 16 facts to support an allegation of a breach, or more importantly, damages to the Debtors as 17 a result of a breach. As explained below, even if 2017 GVH owed any fiduciary duty, it 18 appointed three (3) experienced independent managers, who made decisions utilizing their 19 7 Notably, in the case relied upon by the Committee, JPMorgan Chase Bank, N.A. v. KB Home, the court upheld the language in the limited liability company’s operating 20 agreement eliminating fiduciary duties owed to the company itself. 632 F. Supp. 2d 1013, 1026 (D. Nev. 2009) ("The Court therefore is satisfied that Nevada law does not prohibit 21 members of a limited liability company from eliminating fiduciary duties… [b]ecause the plain language of the Operating Agreement eliminates the Members’ fiduciary duties to 22 South Edge and Nevada law does not forbid such a provision, the Court will dismiss count three as to the Members for breaches of fiduciary duties to South Edge."). Even if this 23 case were controlling legal authority, it supports GVMI’s argument that the 2016 Operating Agreement effectively waives all fiduciary duties, which never existed in the 24 first place. 8 25 In the Committee Objection, the Committee assumes that the underlying law of the states in the cases cited by the Committee is the same as Arizona. This is incorrect. In 26 fact, the underlying state law in those cases (Nevada, Wisconsin, Illinois, Florida, and Massachusetts) already extended common law fiduciary duties owed by directors and 27 shareholders of corporations to the members and managers of limited liability companies. Therefore, in those cases, the courts merely further extended existing fiduciary duties to 28 creditors. See Committee Objection at n. 10.-7-Case 4:17-bk-03351-SHG 4812-2055-9181 Doc 334 Filed 08/15/17 Entered 08/15/17 12:35:39 Desc Main Document Page 7 of 13 1 respective business judgment, to take actions to keep the Debtors’ business in operation.9 2 In doing so, the GVH Board reduced the total unsecured claims against the Debtors, 3 which unquestionably helped rather than harmed unsecured creditors. Because the alleged 4 claim of breach of fiduciary duty against GVMI is not legally viable, it cannot hold value 5 for the Debtors’ estate. 6 C. The Alleged Equitable Subordination Claim is Likewise Meritless. 7 In the Committee Objection, the Committee goes to great lengths in an attempt to 8 paint GVMI’s pre-petition actions taken to keep Green Valley Hospital open as wrongful 9 acts giving rise to equitable subordination claims against GVMI. As the Court is aware, 10 equitable subordination is a dramatic remedy, and one that is rarely granted. In re GTI 11 Capital Holdings, LLC, 2007 WL 2493671, *14 (Bankr. D. Ariz. Aug. 30, 2007). The 12 Ninth Circuit has adopted the three-part test established in In the Matter of Mobile Steel Snell & Wilmer 13 Company, 563 F.2d 692 (5th Cir. 1977) for the equitable subordination of claims, which One S. Church Ave., #1500 Tucson, AZ 85701-1630 LAW OFFICES 14 requires findings "(1) that the claimant engaged in some type of inequitable conduct, (2) L.L.P. 15 that the misconduct injured creditors or conferred unfair advantage on the claimant, and 16 (3) that subordination would not be inconsistent with the Bankruptcy Code." In re First 17 Alliance Mortgage Co., 471 F.3d 977, 1006 (9th Cir. 2006) (citing Mobile Steel, 563 F.2d 18 at 699–700); see also In re Filtercorp, Inc., 163 F.3d 570 (9th Cir. 1998); In re Lazar, 83 19 F.3d 306 (9th Cir. 1996); Stoumbus v. Kilimnik, 988 F.2d 949, 958 (9th Cir. 1993), cert. 20 den. 510 U.S. 867 ("The bankruptcy court may subordinate a claim if it finds the claimant 21 engaged in fraud, unfairness or inequity, and the claimant's conduct harmed the debtor or 22 its other creditors"). 23 24 9 In Arizona, the "business judgment" rule is an evidentiary presumption, only 25 overcome by clear and convincing evidence, that "in making a business decision the directors of a corporation acted on an informed basis, in good faith and in the honest 26 belief that the action taken was in the best interest of the company." United Dairymen of 27 Arizona v. Schugg, 212 Ariz. 133, 141 (App. 2006). The business judgment rule applies to decisions by majority shareholders as well as directors and managers. Solar-West, Inc. 28 v. Falk, 141 Ariz. 414 (App. 1984).-8-Case 4:17-bk-03351-SHG 4812-2055-9181 Doc 334 Filed 08/15/17 Entered 08/15/17 12:35:39 Desc Main Document Page 8 of 13 1 Importantly, equitable subordination is a remedial, not a penal measure, and should 2 be used only sparingly. In re First Alliance Mortgage Co., 298 B.R. 652, 666 (C.D. Cal. 3 2003) (citing In re U.S. Abatement Corp., 39 F.3d 556, 561 (5th Cir. 1994); In re 4 Westgate-California Corp., 642 F.2d 1174, 1178 (9th Cir. 1981) ("Bankruptcy courts 5 must take care not to subordinate claims where doing so will operate only to penalize the 6 claimant."). Therefore, parties seeking equitable subordination are entitled only to 7 compensatory damages to the extent they have been harmed. 8 Here, GVMI’s pre-petition actions only helped the Debtors and creditors, not 9 harmed them. Indeed, the primary creditor harmed by GVMI’s actions was GVMI itself, 10 as it has time and time again agreed to subordinate its liens in the Debtors’ assets and 11 forego payments to GVMI so that the Debtors could obtain financing to keep the hospital 12 open and pay other creditors, including millions to unsecured creditors. As set forth in the Snell & Wilmer 13 Amended Disclosure Statement, the Artemis loan was a short-term, one year loan, with One S. Church Ave., #1500 Tucson, AZ 85701-1630 LAW OFFICES 14 interest pre-paid. The Debtors, under prior management, looked elsewhere for a loan with L.L.P. 15 more favorable terms, but could not secure any other financing quickly enough to 16 maintain cash flow. GVMI was told that the hospital would shut down if GVMI did not 17 agree to subordinate its sizable liens as part of the Artemis loan. 18 In exchange for subordination to Artemis and GVMI’s agreement not to accept any 19 payments from Debtors until Artemis was paid in full, a portion of GVMI’s accrued 20 interest was allocated to a convertible $50,000 promissory note. It is important to note 21 that Debtors’ prior management, consultants and counsel knew that at the time the 22 Artemis loan was entered in September 2016, the Debtors would have no ability to repay 23 the loan from its business operations at the end of the one year term. Therefore, in 24 November 2017, GVMI assigned the $50,000 convertible note to 2017 GVH, which then 25 converted the note to equity in GVH in the hope that it would be able to sell the equity 26 interests for an amount sufficient to pay off the Artemis loan. The only parties who 27 suffered from this equity conversion were prior equity holders, not creditors. 28-9-Case 4:17-bk-03351-SHG 4812-2055-9181 Doc 334 Filed 08/15/17 Entered 08/15/17 12:35:39 Desc Main Document Page 9 of 13 1 Further, the transfer of GVH’s over-encumbered assets and corresponding debt to 2 Management in February 2017 was an express condition of Artemis in order for the 3 Debtors to receive additional funds necessary to maintain operations, not an attempt for 4 GVMI to "paper over" a collateral hole.10 GVMI’s loan tracked Artemis’ loan, so when 5 Artemis’ loan was assumed by Management upon the transfer, so was GVMI’s loan. As 6 noted in the Amended Disclosure Statement, the Artemis loan operated similarly to a DIP 7 loan in that the Debtors could only expend funds on budget items approved by Artemis 8 (not GVMI). The Artemis budget did not provide for due diligence costs related to a 9 prospective take-out financer. However, Artemis agreed that if GVMI advanced those 10 costs on behalf of the Debtors, and the effort resulted in a binding financing commitment 11 to take out Artemis, Artemis would disburse reserved loan funds to reimburse GVMI. In 12 fact, GVMI advanced the due diligence costs to Lateral. However, Artemis never Snell & Wilmer 13 reimbursed GVMI for those costs. One S. Church Ave., #1500 Tucson, AZ 85701-1630 LAW OFFICES 14 Even if the Committee could demonstrate harm to the Debtors and its creditors L.L.P. 15 (aside from GVMI) due to GVMI’s or 2017 GVH’s actions, it cannot establish that GVMI 16 engaged in fraudulent or inequitable conduct which conferred upon it an unfair advantage, 17 and certainly not the level of egregious conduct necessary for the imposition of equitable 18 subordination. GTI Capital Holdings, 2007 WL 2493671 at *14 (citing First Alliance 19 Mortgage, 471 F.3d at 1007) ("The level of egregious conduct necessary for equitable 20 subordination is high; even independently tortious and fraudulent conduct does not 21 necessarily rise to the level required for equitable subordination in bankruptcy."). For 22 example, GVMI did not engage in inequitable conduct in implementing a new operating 23 agreement for GVH upon its acquisition of equity interests in that entity through a 24 subsidiary – as set forth above, GVH’s prior operating agreements never imposed 25 fiduciary duties on its members or managers. Because the Committee’s alleged equitable 26 subordination claims against GVMI are far from meritorious, they are worthless to the 27 10 The transfer was unanimously approved by the GVH Board, including the 28 manager representing the Class A/B investors, which includes Padmon.-10-Case 4:17-bk-03351-SHG 4812-2055-9181 Doc 334 Filed 08/15/17 Entered 08/15/17 12:35:39 Desc Main Document Page 10 of 13 1 Debtors’ estates. 2 D. Alleged Breach of Good Faith and Fair Dealing Claim 3 In the Committee Objection, the Committee alleges that the Debtors have claims 4 against GVMI for breach of the implied duty of good faith and fair dealing, but fails to 5 explain how GVMI how acted "in ways not expressly included in the contract which bear 6 adversely on the other party’s reasonably expected benefits of the [Debtors’] bargain." 7 See, e.g., Bike Fashion Corp. v. Kramer, 202 Ariz. 420, 424 (App. 2002). First, GVMI 8 did not "institute" or unilaterally impose the 2016 Operating Agreement. It was agreed to 9 in September 2016 by all of the members of GVH, including Padmon, the chair of the 10 Committee. Is it the position of the Committee that the chair of the Committee breached 11 the covenant of good faith and fair dealing by agreeing to the 2016 Operating Agreement? 12 Second, the Committee fails to even identify the contract in which it alleges GVMI Snell & Wilmer 13 breached the covenant of good faith and fair dealing. Third, as noted above, the One S. Church Ave., #1500 Tucson, AZ 85701-1630 LAW OFFICES 14 Committee’s allegation regarding the lack of fiduciary duties imposed in the operating L.L.P. 15 agreements goes back at least to 2014, more than two years before 2017 GVH acquired its 16 membership interest. Fourth, even assuming GVMI "caused" GVH to enter into a new 17 operating agreement (i.e. contract), which did not remove any existing fiduciary duties, 18 how does that deprive GVH of the benefits of its bargain? The creation or 19 implementation of a new contract is not the same thing as a breach of implied contract 20 terms of an existing contract. Further, the existence (or lack thereof) of fiduciary duties is 21 expressly addressed by the language of the agreement. There can be no implied contract 22 where there is an express contract between the parties in reference to the same subject 23 matter. Kramer, 202 Ariz. at 423. Therefore, there is no colorable claim against GVMI 24 for breach of the implied covenant of good faith and fair dealing. 25 III. CONCLUSION 26 WHEREFORE, because the Committee Objection presents misleading and 27 inaccurate arguments regarding claims which hold no value to the Debtors’ estates, GVMI 28 respectfully requests that the Court consider this Preliminary Response, overrule the-11-Case 4:17-bk-03351-SHG 4812-2055-9181 Doc 334 Filed 08/15/17 Entered 08/15/17 12:35:39 Desc Main Document Page 11 of 13 1 Committee Objection and approve the Amended Disclosure Statement. 2 DATED this 15th day of August, 2017. 3 SNELL & WILMER L.L.P. 4 By:/s/Jill H. Perrella 5 Steven D. Jerome Jonathan M. Saffer 6 Jill H. Perrella SNELL & WILMER L.L.P. 7 One S. Church Ave. #1500 Tucson, AZ 85701-1630 8 Attorneys for Green Valley Medical Investments, LLLP 9 COPY of the foregoing mailed or emailed 10 this 15th day of August, 2017, to: 11 Matthew Allen Silverman S. CARY FORRESTER Office of the Attorney General FORRESTER & WORTH, PLLC 12 1275 W. Washington St. 3636 N CENTRAL AVE STE 700 Phoenix, AZ 85007 PHOENIX AZ 85012 Snell & Wilmer 13 One S. Church Ave., #1500 Email: matthew.silverman@azag.gov Email: scf@forresterandworth.com Tucson, AZ 85701-1630 Attorney for Debtors LAW OFFICES 14 L.L.P. LARRY L. WATSON Jody A. Corrales 15 OFFICE OF THE U.S. TRUSTEE DeConcini McDonald Yetwin & Lacy, PC 230 N FIRST AVE STE 204 2525 E. Broadway Blvd., Ste. 200 16 PHOENIX, AZ 85003-1706 Tucson, AZ 85716-5300 Email: larry.watson@usdoj.gov Email: jcorrales@dmyl.com 17 Attorneys for Padmon, LLC 18 Robert M. Charles, Jr. Steven M. Cox Susan M. Freeman Waterfall Economidis Caldwell Et al. 19 Lewis Roca Rothgerber Christie LLP Williams Center Eighth Floor One S. Church Ave., Ste 700 5210 E. Williams Cr 20 Tucson, AZ 85701 Tucson, AZ 85711 Email: rcharles@lrrc.com Email: smcox@waterfallattorneys.com 21 sfreeman@lrrc.com 22 Dean M. Dinner Susan N. Goodman 23 Sacks Tierney P.A. Mesch, Clark, & Rothschild, PC 4250 N. Drinkwater Blvd., 4th Floor 259 N. Meyer Ave. 24 Scottsdale, AZ 85251-3693 Tucson, AZ 85701 Email: dean.dinner@sackstierney.com Email: sgoodman@mcrazlaw.com 25 Jill Morton Hulsizer Michael R. Johnson 26 AB Staffing Solutions Ray Quinney & Nebeker PC 3451 S. Mercy Rd., Suite 102 36 S. State St #1400 27 Gilbert, AZ 85297 Salt Lake City, UT 84111 Email: jhulsizer@ABStaffing.com Email: mjohnson@rqn.com 28-12-Case 4:17-bk-03351-SHG 4812-2055-9181 Doc 334 Filed 08/15/17 Entered 08/15/17 12:35:39 Desc Main Document Page 12 of 13 1 K. Kenneth Kotler Alisa C. Lacey 2 Law Offices of K. Kenneth Kotler Stinson Leonard Street LLP 1901 Avenue of the Stars, Suite 1100 1850 N. Central Ave #2100 3 Los Angeles, CA 90067 Phoenix, AZ 85004 Email: Kotler@kenkotler.com Email: alisa.lacey@stinson.com 4 Julia Lin Matter Samuel A. Newman 5 Pima County Attorney Genevieve Gray Weiner 32 N. Stone Ave., Suite 2100 Gibson Dunn & Crutcher LLP 6 Tucson, AZ 85701 333 S. Grand Ave., 47th Floor Email: Julia.Matter@pcao.pima.gov Los Angeles, CA 90071 7 Email: snewman@gibsondunn.com gweiner@gibsondunn.com 8 William Novotny Kelly Singer 9 Robert A. Shull Squire Patton Boggs (US) LLP Dickinson Wright PLLC 1 E. Washington Street, Suite 2700 10 1850 N. Central Avenue, Suite 1400 Phoenix, AZ 85004 Phoenix, AZ 85004 Email: Kelly.singer@squirepb.com 11 Email: wnovotny@dickinsonwright.com rshull@dickinsonwright.com 12 Patrick A. Clisham Cristina Perez Hesano Snell & Wilmer 13 One S. Church Ave., #1500 Engelman Berger PC Bellah Perez, PLLC Tucson, AZ 85701-1630 3636 N. Central Ave #700 5622 W. Glendale Ave. LAW OFFICES 14 Phoenix, AZ 85012 Glendale, AZ 85301 L.L.P. Email: pac@eblawyers.com Email: cperez@bellahperez.com 15 Bradley A. Cosman Elizabeth A. Strange 16 Jordan A. Kroop Denise Ann Faulk Richard M. Lorenzen United States Attorneys’ Office 17 Perkins Coie LLP 405 W. Congress St., Ste. 4800 2901 N. Central Ave., Ste. 2000 Tucson, AZ 85701 18 Phoenix, AZ 85012 Email: denise.faulk@usdoj.gov Email: BCosman@perkinscoie.com 19 JKroop@perkinscoie.com RLorenzen@perkinscoie.com 20 21/s/Jill H. Perrella 22 23 24 25 26 27 28-13-Case 4:17-bk-03351-SHG 4812-2055-9181 Doc 334 Filed 08/15/17 Entered 08/15/17 12:35:39 Desc Main Document Page 13 of 13

ORDER Granting Application for FRBP 2004 Examination (Related Doc # {{330}}) signed on 8/15/2017.

THIS ORDER IS APPROVED. Dated: August 15, 2017 _________________________________ 1 Scott H. Gan, Bankruptcy Judge 2 3 4 IN THE UNITED STATES BANKRUPTCY COURT 5 IN AND FOR THE DISTRICT OF ARIZONA 6 7 In re: Chapter 11 GV HOSPITAL MANAGEMENT, LLC 8 EIN: 46-5098773 Case No. 4:17-bk-03351-SHG Debtor. Case No. 4:17-bk-03353-SHG 9 ______________________________________ Case No. 4:17-bk-03354-SHG 10 In re: GREEN VALLEY HOSPITAL, LLC (Jointly Administered) 11 EIN: 45-4006710 Debtor. ORDER GRANTING APPLICATION 12 ______________________________________ FOR 2004 EXAMINATION OF GV 13 In re: HOSPITAL MANAGEMENT, LLC GV II HOLDINGS, LLC 14 EIN: 46-1495917 (For Documents Only) Debtor 15 ______________________________________ 16 THIS FILING APPLIES TO: ☐ALL DEBTORS 17 ☐GREEN VALLEY HOSPITAL, LLC 18 ☒GV HOSPITAL MANAGEMENT, LLC ☐GVII HOLDINGS, LLC 19 20 This matter having come before the Court on the State of Arizona ex rel. Arizona 21 Department of Revenue’s Application for 2004 Examination (the "Application") pursuant to 22 23 Federal Rule of Bankruptcy Procedure 2004, and good cause appearing, 24 IT IS THEREFORE ORDERED that the Application is GRANTED. 25 IT IS FURTHER ORDERED that that the Debtor shall produce copies of the 26 documents, including electronically stored information, within its possession, custody, or 1 Case 4:17-bk-03351-SHG Doc 335 Filed 08/15/17 Entered 08/16/17 08:20:37 Desc Main Document Page 1 of 5 1 control listed in Exhibit "A" attached hereto in accordance with Fed. R. Civ. P. 34 to the 2 undersigned counsel via either email directed to christopher.dylla@azag.gov or by hand or 3 mail delivery to the attention of Christopher J. Dylla, Bankruptcy & Collection Enforcement, 4 Arizona Attorney General’s Office, 1275 West Washington, Phoenix, Arizona 85007 on a date 5 6 and time agreeable to the parties or, if upon notice, after not less than 14 days’ written notice. 7 IT IS FURTHER ORDERED that the State of Arizona ex rel. Arizona Department of 8 Revenue shall promptly serve this Order on the Debtor and its attorney and file a certificate of 9 service therefore. 10 SIGNED AND DATED ON PAGE ONE 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 #6133940/BCE17-00920 26 2 Case 4:17-bk-03351-SHG Doc 335 Filed 08/15/17 Entered 08/16/17 08:20:37 Desc Main Document Page 2 of 5 1 EXHIBIT "A" 2 3 I. INSTRUCTIONS 4 A. This Request for Production of Documents shall be deemed to be a request for the production of all documents enumerated below, whether prepared by you or by any other 5 party, which are in your possession, custody, control or in the possession, custody or control 6 of anyone acting on your behalf, including but not limited to your attorney(s), accountant(s), consultant(s), receiver(s), employee(s) or agent(s). 7 B. With respect to each Request for Production of Documents, the Request will be permitted as requested, unless the Request is objected to, in whole or in part, with a stated 8 reason for the objection. 9 1. If an objection is made to part of a Request, that part shall be specified and the remaining parts of the Request shall be permitted. 10 2. As to each document you are withholding from production on the basis of an asserted privilege, you are to provide the following information: (1) title and 11 description; (2) date; (3) author; (4) recipients; (5) number of pages; (6) subject 12 matter; (7) method of transmission; and (8) the specific grounds for withholding the document. 13 C. A summary shall be attached to the completed Request for Production of Documents listing each specific request for production and indicating the documents produced 14 thereunder and if not produced, in whole or in part, a stated reason shall be given for the non-15 production. D. In the event of a conflict in the Definitions or if a Definition is unclear, 16 incomplete or missing, the parties and/or the Court shall apply the following: Fed. R. Bankr. P. 2004 and 9016, and Fed. R. Civ. P. 34. 17 E. All Requests for Production of Documents are for the Relevant Time Periods 18 unless otherwise stated. II. DEFINITIONS 19 A. "GVHM" refers to GV Hospital Management, LLC and where applicable, its 20 agents, representatives, officers, members, or employees. 21 B. "Account" means any financial account, including but not limited to investment, savings, checking, money market, brokerage, PayPal or other financial accounts, 22 wherever located. 23 C. "Agreement" or "Agreements" means any agreement, contract, lease, 24 settlement, stipulation, or memorandum of understanding, formal or informal, written or oral, without regard to its enforceability or validity at law or in equity. 25 D. "Bankruptcy Case" means Bankruptcy Case No. 4:17-bk-03351-SHG. 26 1 Case 4:17-bk-03351-SHG Doc 335 Filed 08/15/17 Entered 08/16/17 08:20:37 Desc Main Document Page 3 of 5 1 E. "Business" means all activities associated with or incidental to the business of GV Hospital Management, LLC. 2 F. "Business Records" means general ledgers, asset schedules, balance sheets, 3 monthly profit and loss statements, income statement, schedule of accounts payable, schedule of accounts receivable, inventory lists, K-1’s, other financial statements and a schedule of all 4 distributions or payments of personal expenses made by GV Hospital Management, LLC on 5 behalf of any party with an ownership interest in GV Hospital Management, LLC. 6 G. "Communication" or "Communications" refers to all correspondence, notes, emails, faxes, memoranda, and all other forms of written or electronic communication. 7 H. "Debtor" refers to GV Hospital Management, LLC. 8 I. "Document" or "Documents" is intended to have the broadest possible meaning under Fed. R. Bankr. P. 2004 and 9016 and includes, but is not limited to, any handwritten, 9 recorded, printed, typed, computerized, graphics or photographic material of any kind or 10 character as well as any electronically stored information. J. "Identify" when used with a natural person means: (1) the full name and address 11 (or, if the current address is not known, the last known address) of the person; (2) the person’s 12 present (or, if no longer employed by or associated with GV Hospital Management, LLC, the position or title held) position or title; and (3) each position or title that the person held during 13 the Relevant Time Periods with GV Hospital Management, LLC and the date(s) such positions or titles were held. 14 K. "Quarter" refers to a three month interval dividing a year into four periods. The 15 first quarter encompasses January 1 – March 31; the second quarter encompasses April 1 – 16 June 30; the third quarter encompasses July 1 – September 30; and the fourth quarter encompasses October 1 – December 31. 17 L. "Relevant Time Periods" as addressed in this Request for Production of 18 Documents is: April 1, 2016 through September 30, 2016. M. "Transfer" is intended to have the broadest possible meaning under Fed. R. 19 Bankr. P. 2004 and 9016 and includes every mode, direct or indirect, absolute or conditional, 20 tangible or intangible, voluntary or involuntary, of disposing of or parting with an asset or an interest in an asset and includes payment of money, release, lease, creation of a lien or other 21 encumbrance. 22 III. DOCUMENTS TO BE PRODUCED 23 1. Provide a copy of the articles of organization of GV Hospital Management, 24 LLC as well as the following information relating to GV Hospital Management, LLC: (1) any 25 amendments to the articles of organization; (2) Identify all members and their ownership interest; (3) Identify each and every individual who exerted financial and/or operational control 26 of GV Hospital Management, LLC within the Relevant Time Periods; and (4) any operating agreements in place within the Relevant Time Periods. 2 Case 4:17-bk-03351-SHG Doc 335 Filed 08/15/17 Entered 08/16/17 08:20:37 Desc Main Document Page 4 of 5 1 2. Describe the position for each person who exerted financial and/or operational control of GV Hospital Management, LLC within the Relevant Time Periods. 2 3. Describe the responsibilities for each position that exerted financial and/or 3 operational control of GV Hospital Management, LLC within the Relevant Time Periods. 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 3 Case 4:17-bk-03351-SHG Doc 335 Filed 08/15/17 Entered 08/16/17 08:20:37 Desc Main Document Page 5 of 5

Monthly Operating Report For July, 2017 filed by S. CARY FORRESTER of FORRESTER & WORTH, PLLC on behalf of GV HOSPITAL MANAGEMENT, LLC. (FORRESTER, S.)

Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 1 of 80 CURRENT MONTH"S Case Number: 4:17-bk-03351-SHG RECEIPTS AND DISBURSEMENTS BANK ACCOUNTS Lock Box Operating Payroll Tax Total Pre-Petition Accounts x0712, x8484, x0768 x9010, x7836, x8590 x6580 NA DIP Accounts x0712, x8484, x0768 x5236 NA Balance at Beginning of Period 144,327 2,277,433 (3,132)-2,418,629 RECEIPTS Cash Sales Cash Sales-19,166 19,166 Accounts Receivable Accounts Receivable 2,070,793-2,070,793 Loans and Advances Loans and Advances---Sale of Assets Sale of Assets---Transfers In Transfers from Other DIP Accounts-2,078,000 2,078,000 Other Receipts Other (attach list)--TOTAL RECEIPTS 2,070,793 2,097,166--4,167,959 DISBURSEMENTS Operating Expenses Business-Ordinary Operations-(2,646,260) (1,253) (2,647,513) Capital Expenditures Capital Improvements-(16,285) (16,285) Pre-petition Debt Pre-Petition Debt---Transfers Out Transfers to Other DIP Accounts (2,078,000)-(2,078,000) Other Disbursements Other (attach list)-(43,090) (43,090) Reorganization Expenses: Attorney Fees Attorney Fees-Accountant Fees Accountant Fees--Other Professional Fees Other Professional Fees (204,792) (204,792) U. S. Trustee Quarterly Fee U. S. Trustee Quarterly Fee--Court Costs Court Costs--TOTAL DISBURSEMENTS (2,078,000) (2,910,428) (1,253)-(4,989,680) Balance at End of Month 137,121 1,464,172 (4,384)-1,596,908 *Information provided above should reconcile with balance sheet and income statement amounts DISBURSEMENTS FOR CALCULATING QUARTERLY FEES: Total Disbursements From Above 4,989,680 Less: Transfers to Other DIP Accounts (2,078,000) Plus: Estate Disbursements Made by Outside Sources (payments from escrow; 2-party check; etc.)-Total Disbursements for Calculating Quarterly Fees 2,911,681 Page 2 Activity includes DIP accounts and immaterial pre-petition account activity Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 2 of 80 Case Number: 4:17-bk-03351-SHG INCOME STATEMENT (Accrual Basis) *Debtor's own form may be substituted if (1) it is prepared in accordance with generally accepted accounting principals, (2) year-to-date and filing-to-date information is provided, and (3) if reorganization expenses are segregated in the statement. REVENUES Current Month Year to Date Total SInce Filing Gross Revenue 6,995,628 53,246,460 28,335,994 Less: Returns & Discounts (4,728,432) (36,863,138) (19,151,464) Net Revenue 2,267,196 16,383,322 9,184,530 COST OF GOODS SOLD Material Direct Labor Direct Overhead (attach detail) Total Cost of Goods Sold GROSS PROFIT 2,267,196 16,383,322 9,184,530 OPERATING EXPENSES Officer/Insider Compensation 70,511 538,217 294,260 Selling & Marketing (attach detail)---General & Administrative (attach detail) Other Expenses (attach detail) 2,859,943 21,595,212 11,881,128 Total Operating Expenses 2,930,454 22,133,429 12,175,388 Income Before Non-operating Income and Expense (663,258) (5,750,107) (2,990,858) OTHER INCOME & EXPENSE Other Income (attach list) Other Expense (attach list) Interest Expense 857,730 4,495,014 3,702,803 Depreciation/Depletion 547,052 3,827,929 2,187,923 Amortization Net Other Income & Expense 1,404,782 8,322,943 5,890,726 Income Before Reorganization Expense (2,068,040) (14,073,050) (8,881,584) REORGANIZATION EXPENSES Professional Fees 221,953 2,362,690 2,684,643 U.S. Trustee Fees Other (attach list) Total Reorganization Expenses 221,953 2,362,690 2,684,643 Income Tax NET PROFIT OR (LOSS) (2,289,993) (16,435,740) (11,566,227) Page 3 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 3 of 80 Case Number: 4:17-bk-03351-SHG COMPARATIVE BALANCE SHEET (Accrual Basis) *Debtor's own form may be substituted if (1) it is prepared in accordance with generally accepted accounting principals, (2) current and prior period information is provided, and (3) if pre-petition and post-petition liabilities are segregated. ASSETS SCHEDULE AMOUNT1 CURRENT MONTH PRIOR MONTH Unrestricted Cash 22,594 1,597,443 2,419,164 Restricted Cash---Total Cash 22,594 1,597,443 2,419,164 Accounts Receivable (net) 3,095,388 2,688,362 2,506,255 Inventory 969,689 1,045,628 1,035,247 Notes Receivable Prepaid Expenses 141,257 262,883 288,728 Other (attach list) 688,048 4,342,293 4,342,293 Total Current Assets 4,916,976 9,936,609 10,591,687 Property, Plant & Equipment 72,759,616 72,789,684 72,779,598 Less: Accumulated Depreciation (12,238,521) (14,969,537) (14,426,064) Net Property, Plant & Equip. 60,521,095 57,820,147 58,353,534 Due From Insider(s) 119,350 119,350 163,480 Other Assets-net (attach list)--Other (attach list) 456,375 448,779 TOTAL ASSETS 65,557,421 68,332,481 69,557,480 POST-PETITION LIABILITIES Accounts Payable-512,667 420,268 Taxes Payable-480,720 Notes Payable-Professional Fees-Secured Debt-20,000,000 20,000,000 Other (attach list)-1,963,375 2,284,368 Total Post-Petition Liabilities-22,956,762 22,704,636 PRE-PETITION LIABILITIES Secured Debt 76,575,121 67,194,958 67,194,958 Priority Debt-Unsecured Debt Other (attach list) 11,585,105 12,349,793 11,536,925 Total Pre-Petition Liabilities 88,160,226 79,544,751 78,731,883 TOTAL LIABILITIES 88,160,226 102,501,513 101,436,519 EQUITY Pre-petition Owner's Equity (22,602,805) (22,602,805) (22,602,805) Post-Petition Cumulative Profit/Loss-(11,566,227) (9,276,234) Direct Charges to Equity (explain) Total Equity (22,602,805) (34,169,032) (31,879,039) TOTAL LIABILITIES & OWNER'S EQUITY 65,557,421 68,332,481 69,557,480 1 This column should reflect the information provided in Schedules A, B, C, D, E, and F filed with the Court Page 4 0--Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 4 of 80 Case Number: 4:17-bk-03351-SHG STATUS OF ASSETS *Information provided on this page should reconcile with balance sheet amounts ACOUNTS RECEIVABLE TOTAL 0-30 Days 31-60 Days 60+ Days Total Accounts Receivable 11,328,795 6,205,290 1,804,045 3,319,460 Less Amount Considered Uncollectible (8,640,433) (4,731,090) (1,376,524) (2,532,818) Net Accounts Receivable 2,688,362 1,474,200 427,520 786,642 DUE FROM INSIDER Schedule Amount-Plus: Amount Loaned Since Filing Date-Less: Amount Collected Since Filing Date-Less: Amount Considered Uncollectible-Net Due From Insiders-INVENTORY Beginning Inventory 1,035,247 Plus: Purchases 85,024 Less: Cost of Goods Sold (74,643) Ending Inventory 1,045,628 Date Last Inventory was taken: FIXED ASSETS SCHEDULE AMOUNT ADDITIONS DELETIONS CURRENT AMOUNT Real Property 5,677,925-(98,389) 5,579,536 Buildings 49,617,990--49,617,990 Accumulated Depreciation (6,010,839)-(1,308,709) (7,319,548) Net Buildings 43,607,151 42,298,442 Equipment 17,029,712 30,068 17,059,780 Accumulated Depreciation (5,793,693)-(1,323,918) (7,117,611) Net Equipment 11,236,019 9,942,169 Autos/Vehicles--Accumulated Depreciation--Net Autos/Vehicles--Provide a description of fixed assets added or deleted during the reporting period; include the date of Court order: Schedule AB based on February 28 Balance Sheet, Court order April 3 Additions after schedule AB total $30k for Network Equipment, Fracture Table, Laptop, Wood Cabinet, Incubator, and Communications/Antenna Upgrade Page 5 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 5 of 80 Case Number: 4:17-bk-03351-SHG STATUS OF LIABILITIES AND SENSITIVE PAYMENTS *Information provided on this page should reconcile with balance sheet and disbursement detail amounts POST-PETITION LIABILITIES TOTAL 0-30 Days 31-60 Days 61-90 Days 91+ Days Accounts Payable * 512,667 335,931 61,939 32,396 82,401 Taxes Payable 480,720 480,720 Notes Payable-Professional Fees Payable-Secured Debt 20,000,000 20,000,000 Other (attach list) Total Post-Petition Liabilities 20,993,387 816,651 61,939 20,032,396 82,401 *DEBTOR MUST ATTACH AN AGED ACCOUNTS PAYABLE LISTING PAYMENTS TO INSIDERS AND PROFESSIONALS Insiders Amount Paid this Name Reason for Payment Month Total Paid to Date John Matuska Salary and fee reimbursement 39,500 336,879 John Moore Salary and fee reimbursement 17,549 107,106 Mona Smith Salary and fee reimbursement 13,462 94,232 Total Payments to Insiders Professionals Date of Court Order Authorizing Amount Paid this Name Payment Amount Aproved Month Total Paid to Date Total Payments to Proffessionals Page 6 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 6 of 80 Case Number: 4:17-bk-03351-SHG CASE STATUS QUESTIONAIRE YES NO Have any funds been disbursed from any accounts other than a Debtor-in-Possession account? X Are any post-petition receivables (accounts, notes or loans) due from related parties? X Are any wages past due? X Are any U. S. Trustee quarterly fees delinquent? X Provide a detailed explaination of any "YES" answers to the above questions: (attach additional sheets if needed) Immaterial amount due from MOB Current number of employees: 303 INSURANCE Payment Amount & Carrier & Policy Number Type of Policy Period Covered Frequency Evanston Ins Co SM913437 General Liab/Product Through 5/1/2018 Annual Zurich PRA0116405-01 Property Through 5/1/2018 Annual Todd & Associates GVWC807840 Work Comp Through 5/1/2018 Annual What steps have been taken to remedy the problems which brought on the chapter 11 filing? Productivity adjustments, cash flow management, hired a turnaround firm, volume and rate initiatives Identify any matters that are delaying the filing of a plan of reorganization: Nothing to my Knowledge Page 7 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 7 of 80 Case Number: 4:17-bk-03351-SHG DISBURSEMENT DETAIL Month: Account # Bank Name Cash/Electronic Disbursements Date Payee Purpose Amount Total Cash/Electronic Disbursements CHECKS ISSUED Check Number Date Payee Purpose Amount SEE "Disbursement Register" tab Total checks listed on this page Total checks listed on continuation pages TOTAL DISBURSEMENTS FOR THE MONTH (include cash/electronic disbursements) Page 8 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 8 of 80 Case Number: 4:17-bk-03351-SHG DISBURSEMENT DETAIL CONTINUATION SHEET Month: Account # Bank Name CHECKS ISSUED Check Number Date Payee Purpose Amount SEE "Disbursement Register" tab TOTAL DISBURSEMENTS-THIS PAGE Page 8a Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 9 of 80 System: 8/7/2017 11:55:07 AM GV HOSPITAL MANAGEMENT, LLC Page: 1 User Date: 8/7/2017 VENDOR CHECK REGISTUser ID: dheer Payables Management Ranges: From: To: From: To: Check NumbFirst Last Check Date 7/1/2017 7/31/2017 Vendor ID First Last Checkbook ID First Last Vendor NamFirst Last Sorted By: Vendor ID * Voided Checks Check NumbVendor ID Vendor Check Name Check Date Checkbook ID Audit Trail Code Amount------------------------------------------------------------------20651 10002 ADP COMMERICAL LEASING LLC 7/7/2017 OPERATING 2 PMCHK00000663 $899.97 20789 10004 ADP, LLC 7/21/2017 OPERATING 2 PMCHK00000683 $2,067.94 20847 10004 ADP, LLC 7/28/2017 OPERATING 2 PMCHK00000688 $5,579.06 20720 10012 ARIZONA DEPARTMENT OF REVENUE 7/12/2017 OPERATING 2 PMCHK00000672 $623.80 20632 10017 BIODEX MEDICAL SYSTEMS INC 7/3/2017 OPERATING 2 PMCHK00000659 $786.00 20701 10018 BIO-RAD LABORATORIES INC 7/10/2017 OPERATING 2 PMCHK00000665 $1,731.32 20794 10018 BIO-RAD LABORATORIES INC 7/21/2017 OPERATING 2 PMCHK00000683 $116.62 20797 10024 CENTURY LINK LLC 7/21/2017 OPERATING 2 PMCHK00000683 $410.66 20853 10024 CENTURY LINK LLC 7/28/2017 OPERATING 2 PMCHK00000688 $139.20 20658 10025 CERNER CORPORATION 7/7/2017 OPERATING 2 PMCHK00000663 $900.00 20798 10025 CERNER CORPORATION 7/21/2017 OPERATING 2 PMCHK00000683 $471.20 20724 10028 COX COMMUNICATIONS ARIZONA LLC 7/12/2017 OPERATING 2 PMCHK00000672 $1,730.00 20801 10028 COX COMMUNICATIONS ARIZONA LLC 7/21/2017 OPERATING 2 PMCHK00000683 $1,019.10 20633 10039 FISHER SCIENTIFIC COMPANY LLC 7/3/2017 OPERATING 2 PMCHK00000659 $2,472.37 20705 10039 FISHER SCIENTIFIC COMPANY LLC 7/11/2017 OPERATING 2 PMCHK00000667 $703.82 20728 10039 FISHER SCIENTIFIC COMPANY LLC 7/12/2017 OPERATING 2 PMCHK00000672 $107.75 20768 10039 FISHER SCIENTIFIC COMPANY LLC 7/18/2017 OPERATING 2 PMCHK00000679 $1,374.44 20779 10039 FISHER SCIENTIFIC COMPANY LLC 7/20/2017 OPERATING 2 PMCHK00000681 $2,738.18 20807 10045 ROBERT J WICK & WALTER M WICK 7/21/2017 OPERATING 2 PMCHK00000683 $67.20 20862 10046 GREEN VALLEY RECREATION INC 7/28/2017 OPERATING 2 PMCHK00000688 $379.00 20809 10048 GREEN VALLEY WATER DISTRICT 7/21/2017 OPERATING 2 PMCHK00000683 $1,793.16 20731 10052 HEALTH CARE LOGISTICS INC 7/12/2017 OPERATING 2 PMCHK00000672 $88.13 20698 10066 MASIMO AMERICAS INC 7/7/2017 OPERATING 2 PMCHK00000664 $3,410.32 20775 10070 MEDI-DOSE INC 7/19/2017 OPERATING 2 PMCHK00000680 $333.57 20638 10072 MEDLINE INDUSTRIES INC 7/5/2017 OPERATING 2 PMCHK00000661 $16,927.44 20700 10072 MEDLINE INDUSTRIES INC 7/7/2017 OPERATING 2 PMCHK00000664 $1,247.09 20706 10072 MEDLINE INDUSTRIES INC 7/11/2017 OPERATING 2 PMCHK00000667 $20,803.19 * 20755 10072 MEDLINE INDUSTRIES INC 7/13/2017 OPERATING 2 PMCHK00000673 $2,697.84 20757 10072 MEDLINE INDUSTRIES INC 7/13/2017 OPERATING 2 PMCHK00000674 $2,697.84 20769 10072 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7/12/2017 OPERATING 2 PMCHK00000672 $4,947.03 20703 10113 STERIS CORP 7/10/2017 OPERATING 2 PMCHK00000665 $6,328.84 20671 10114 IMMUCOR INC 7/7/2017 OPERATING 2 PMCHK00000663 $61.90 20760 10114 IMMUCOR INC 7/14/2017 OPERATING 2 PMCHK00000675 $1,253.98 20648 10115 CAREFUSION SOLUTIONS 2200 INC 7/7/2017 OPERATING 2 PMCHK00000663 $2,227.50 20702 10126 SIEMENS HEALTHCARE DIAGNOSTICS 7/10/2017 OPERATING 2 PMCHK00000665 $8,961.20 20835 10126 SIEMENS HEALTHCARE DIAGNOSTICS 7/25/2017 OPERATING 2 PMCHK00000685 $3,704.96 20645 10131 BOSTON SCIENTIFIC CORP 7/6/2017 OPERATING 2 PMCHK00000662 $271.00 20707 10131 BOSTON SCIENTIFIC CORP 7/11/2017 OPERATING 2 PMCHK00000668 $759.47 20778 10131 BOSTON SCIENTIFIC CORP 7/20/2017 OPERATING 2 PMCHK00000681 $1,209.99 20826 10135 TUCSON ELECTRIC POWER 7/21/2017 OPERATING 2 PMCHK00000683 $67,491.36 20650 10137 ABBOTT VASCULAR INC 7/7/2017 OPERATING 2 PMCHK00000663 $11,260.08 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main 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10248 PIMA HEART PHYSICIANS PC 7/7/2017 OPERATING 2 PMCHK00000663 $28,675.00 20827 10251 UNITED BEVERAGE GAS 7/21/2017 OPERATING 2 PMCHK00000683 $8.15 20753 10252 US POSTAL SERVICE 7/12/2017 OPERATING 2 PMCHK00000672 $112.00 20820 10256 SALT WORKS 7/21/2017 OPERATING 2 PMCHK00000683 $207.03 20680 10261 SOLAR TECHNICAL SOLUTIONS 7/7/2017 OPERATING 2 PMCHK00000663 $1,200.00 20717 10265 ABILITY NETWORK INC 7/12/2017 OPERATING 2 PMCHK00000672 $1,396.28 20647 10273 TERUMO MEDICAL CORPORATION 7/6/2017 OPERATING 2 PMCHK00000662 $200.92 20783 10273 TERUMO MEDICAL CORPORATION 7/20/2017 OPERATING 2 PMCHK00000681 $828.07 20887 10273 TERUMO MEDICAL CORPORATION 7/28/2017 OPERATING 2 PMCHK00000688 $448.80 20639 10280 MERIT MEDICAL SYSTEMS INC 7/5/2017 OPERATING 2 PMCHK00000661 $215.77 20713 10280 MERIT MEDICAL SYSTEMS INC 7/12/2017 OPERATING 2 PMCHK00000671 $302.28 20781 10280 MERIT MEDICAL SYSTEMS INC 7/20/2017 OPERATING 2 PMCHK00000681 $107.50 20867 10280 MERIT MEDICAL SYSTEMS INC 7/28/2017 OPERATING 2 PMCHK00000688 $35.07 20653 10282 ARIZONA COMMUNITY SURGEONS PC 7/7/2017 OPERATING 2 PMCHK00000663 $23,000.00 20891 10284 NFS LEASING INC 7/31/2017 OPERATING 2 PMCHK00000689 $17,180.10 20792 10294 BANNER HEALTH/ENTECH 7/21/2017 OPERATING 2 PMCHK00000683 $4,600.83 20776 10297 VOLCANO CORPORATION 7/19/2017 OPERATING 2 PMCHK00000680 $1,430.08 20683 10298 SOUTHERN ARIZONA GASTROENTEROL 7/7/2017 OPERATING 2 PMCHK00000663 $18,900.00 20751 10299 TUCSON PRESSURE WASHING LLC 7/12/2017 OPERATING 2 PMCHK00000672 $825.00 20634 10303 MEDTRONIC USA 7/3/2017 OPERATING 2 PMCHK00000659 $1,518.53 20646 10303 MEDTRONIC USA 7/6/2017 OPERATING 2 PMCHK00000662 $5,450.00 20709 10303 MEDTRONIC USA 7/11/2017 OPERATING 2 PMCHK00000668 $137.28 20712 10303 MEDTRONIC USA 7/12/2017 OPERATING 2 PMCHK00000671 $274.56 20765 10303 MEDTRONIC USA 7/17/2017 OPERATING 2 PMCHK00000676 $6,450.00 20780 10303 MEDTRONIC USA 7/20/2017 OPERATING 2 PMCHK00000681 $274.56 20880 10306 UHS-UNIVERSAL HEALTH SERVICE 7/28/2017 OPERATING 2 PMCHK00000688 $1,449.49 20803 10312 EMPIRE SOUTHWEST LLC 7/21/2017 OPERATING 2 PMCHK00000683 $1,653.30 20860 10313 FP MAILING SOLUTIONS 7/28/2017 OPERATING 2 PMCHK00000688 $89.12 7/3/17 WIRE SPLIT 10322 GVH MOB 2 LLC 7/3/2017 OPERATING 2 PMPAY00000286 $9,320.08 20668 10323 FOOTHILLS PATHOLOGY PC 7/7/2017 OPERATING 2 PMCHK00000663 $14,875.00 20710 10328 EMD MILLIPORE CORP 7/11/2017 OPERATING 2 PMCHK00000669 $4,894.07 20855 10333 CITY OF TUCSON/WASTEWATER DE 7/28/2017 OPERATING 2 PMCHK00000688 $3,552.64 20845 10334 ZOLL MEDICAL CORPORATION 7/27/2017 OPERATING 2 PMCHK00000687 $1,150.12 20784 10338 EDWARDS LIFESCIENCES LLC 7/21/2017 OPERATING 2 PMCHK00000682 $2,126.89 20818 10343 PHOENIX METRO ACUTES/FRESENI 7/21/2017 OPERATING 2 PMCHK00000683 $3,090.00 20750 10349 TRI-ANIM HEALTH SERVICES INC 7/12/2017 OPERATING 2 PMCHK00000672 $483.29 20878 10349 TRI-ANIM HEALTH SERVICES INC 7/28/2017 OPERATING 2 PMCHK00000688 $967.58 20708 10373 CREATIVE COMMUNICATIONS SALES 7/11/2017 OPERATING 2 PMCHK00000668 $17,214.59 20814 10374 LOOMIS ARMORED US LLC 7/21/2017 OPERATING 2 PMCHK00000683 $221.70 * 20756 10376 OLYMPUS AMERICA INC 7/13/2017 OPERATING 2 PMCHK00000673 $844.80 20758 10376 OLYMPUS AMERICA INC 7/13/2017 OPERATING 2 PMCHK00000674 $844.80 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 11 of 80 20782 10376 OLYMPUS AMERICA INC 7/20/2017 OPERATING 2 PMCHK00000681 $89.32 20652 10385 AFLAC/AMERICAN FAMILY LIFE A 7/7/2017 OPERATING 2 PMCHK00000663 $9,228.64 20848 10385 AFLAC/AMERICAN FAMILY LIFE A 7/28/2017 OPERATING 2 PMCHK00000688 $9,228.64 20665 10386 ELITE CARE LLC 7/7/2017 OPERATING 2 PMCHK00000663 $628.31 20773 10388 BARCODES INC 7/19/2017 OPERATING 2 PMCHK00000680 $1,634.39 20669 10399 GIBSON'S OFFICE SUPPLY 7/7/2017 OPERATING 2 PMCHK00000663 $1,294.02 20729 10399 GIBSON'S OFFICE SUPPLY 7/12/2017 OPERATING 2 PMCHK00000672 $779.16 20806 10399 GIBSON'S OFFICE SUPPLY 7/21/2017 OPERATING 2 PMCHK00000683 $597.53 20861 10399 GIBSON'S OFFICE SUPPLY 7/28/2017 OPERATING 2 PMCHK00000688 $447.84 20811 10401 HOLOGIC (MA) LLC 7/21/2017 OPERATING 2 PMCHK00000683 $160.72 20637 10417 BIOTRONIK INC 7/5/2017 OPERATING 2 PMCHK00000661 $6,950.00 20655 10417 BIOTRONIK INC 7/7/2017 OPERATING 2 PMCHK00000663 $238.00 20722 10417 BIOTRONIK INC 7/12/2017 OPERATING 2 PMCHK00000672 $1,040.70 20795 10417 BIOTRONIK INC 7/21/2017 OPERATING 2 PMCHK00000683 $11.50 20843 10417 BIOTRONIK INC 7/27/2017 OPERATING 2 PMCHK00000687 $6,850.00 20888 10417 BIOTRONIK INC 7/28/2017 OPERATING 2 PMCHK00000688 $12,600.00 20805 10429 GENZYME CORP 7/21/2017 OPERATING 2 PMCHK00000683 $2,909.24 20831 10431 EDWARDS, LARGAY, MIHAYLO & CO 7/21/2017 OPERATING 2 PMCHK00000683 $20,000.00 20685 10446 SYSMEX AMERICA INC 7/7/2017 OPERATING 2 PMCHK00000663 $1,174.58 20747 10446 SYSMEX AMERICA INC 7/12/2017 OPERATING 2 PMCHK00000672 $1,390.41 20824 10452 TITAN HEALTH MANAGEMENT SOLUTI 7/21/2017 OPERATING 2 PMCHK00000683 $5,061.09 20714 10455 GLAXOSMITHKLINE HOLDINGS (AMER 7/12/2017 OPERATING 2 PMCHK00000671 $6,129.04 20793 10475 BELIMED INC 7/21/2017 OPERATING 2 PMCHK00000683 $319.14 20869 10488 NORIDIAN HEALTHCARE SOLUTIONS 7/28/2017 OPERATING 2 PMCHK00000688 $32,440.48 20692 10496 WAINWRIGHT'S INC 7/7/2017 OPERATING 2 PMCHK00000663 $32.43 20738 10497 OLYMPUS AMERICA INC/DBA OLYM 7/12/2017 OPERATING 2 PMCHK00000672 $7,389.89 20736 10501 LANGBEHN CONSULTANTS GROUP LLC 7/12/2017 OPERATING 2 PMCHK00000672 $600.00 20866 10501 LANGBEHN CONSULTANTS GROUP LLC 7/28/2017 OPERATING 2 PMCHK00000688 $900.00 20816 10509 nTHRIVE INC DBA nTHRIVE REVENU 7/21/2017 OPERATING 2 PMCHK00000683 $5,950.84 20740 10515 PATHLAB INC 7/12/2017 OPERATING 2 PMCHK00000672 $6,088.97 20746 10523 SURGICAL SYSTEMS INC 7/12/2017 OPERATING 2 PMCHK00000672 $1,800.00 20813 10527 IRON MOUNTAIN INC 7/21/2017 OPERATING 2 PMCHK00000683 $610.82 20718 10533 AIRGAS INC DBA AIRGAS USA LLC 7/12/2017 OPERATING 2 PMCHK00000672 $1,279.39 20790 10533 AIRGAS INC DBA AIRGAS USA LLC 7/21/2017 OPERATING 2 PMCHK00000683 $3,038.62 20656 10538 BRANDI BRIDE 7/7/2017 OPERATING 2 PMCHK00000663 $1,050.00 20723 10538 BRANDI BRIDE 7/12/2017 OPERATING 2 PMCHK00000672 $1,050.00 20851 10538 BRANDI BRIDE 7/28/2017 OPERATING 2 PMCHK00000688 $850.00 20672 10540 GREEN MOUNTAIN HOTEL GROUP LLC 7/7/2017 OPERATING 2 PMCHK00000663 $2,500.00 20812 10541 INTELLICORP RECORDS INC 7/21/2017 OPERATING 2 PMCHK00000683 $882.80 20737 10544 MEDICAL ACCOUNTS SYSTEM LLC DB 7/12/2017 OPERATING 2 PMCHK00000672 $114,887.90 20886 10544 MEDICAL ACCOUNTS SYSTEM LLC DB 7/28/2017 OPERATING 2 PMCHK00000688 $22,390.85 20859 10545 FIRST INSURANCE FUNDING CORP 7/28/2017 OPERATING 2 PMCHK00000688 $6,536.80 20716 10547 JOE VINCENT FOTE 7/12/2017 OPERATING 2 PMCHK00000672 $5,730.39 20885 10547 JOE VINCENT FOTE 7/28/2017 OPERATING 2 PMCHK00000688 $7,993.95 20875 10558 TODD ASSOCIATES INC 7/28/2017 OPERATING 2 PMCHK00000688 $8,200.00 20735 10559 JOHN E AND PAULETTE A MATUSKA 7/12/2017 OPERATING 2 PMCHK00000672 $39,837.56 20726 10562 CUSTOM X-RAY SERVICE INC 7/12/2017 OPERATING 2 PMCHK00000672 $2,552.10 20690 10563 TUCSON ORTHOPAEDIC INSTITUTE P 7/7/2017 OPERATING 2 PMCHK00000663 $23,000.00 20732 10564 PC HEALTHCARE ENTERPRISES INC 7/12/2017 OPERATING 2 PMCHK00000672 $1,885.00 20810 10564 PC HEALTHCARE ENTERPRISES INC 7/21/2017 OPERATING 2 PMCHK00000683 $4,160.00 20863 10564 PC HEALTHCARE ENTERPRISES INC 7/28/2017 OPERATING 2 PMCHK00000688 $1,783.00 20677 10569 NIMS INC 7/7/2017 OPERATING 2 PMCHK00000663 $3,600.00 20870 10576 PERSHING YOAKLEY & ASSOCIATES 7/28/2017 OPERATING 2 PMCHK00000688 $562.50 20734 10577 INTOUCH TECHNOLOGIES INC dba I 7/12/2017 OPERATING 2 PMCHK00000672 $2,511.39 20662 10582 AKASH TAGGARSE dba ORO VALLEY 7/7/2017 OPERATING 2 PMCHK00000663 $43,160.00 20742 10586 RAAKHA 7/12/2017 OPERATING 2 PMCHK00000672 $178.71 20660 10593 CHASE INK/CARDMEMBER SERVICE 7/7/2017 OPERATING 2 PMCHK00000663 $4,839.53 20800 10594 CHULA VISTA LANDSCAPING INC 7/21/2017 OPERATING 2 PMCHK00000683 $1,750.00 20661 10596 COMPLETE MEDICAL GAS LLC 7/7/2017 OPERATING 2 PMCHK00000663 $4,200.00 20697 10601 BERKSHIRE HATHAWAY HOMESTATE C 7/7/2017 OPERATING 2 PMCHK00000663 $10,802.45 20667 10603 FAVORITE HEALTHCARE STAFFING I 7/7/2017 OPERATING 2 PMCHK00000663 $2,848.11 20727 10603 FAVORITE HEALTHCARE STAFFING I 7/12/2017 OPERATING 2 PMCHK00000672 $3,032.93 20804 10603 FAVORITE HEALTHCARE STAFFING I 7/21/2017 OPERATING 2 PMCHK00000683 $5,587.72 20858 10603 FAVORITE HEALTHCARE STAFFING I 7/28/2017 OPERATING 2 PMCHK00000688 $4,897.08 20743 10605 RYAN LUCAS CAMPBELL 7/12/2017 OPERATING 2 PMCHK00000672 $3,570.00 20872 10605 RYAN LUCAS CAMPBELL 7/28/2017 OPERATING 2 PMCHK00000688 $2,210.00 20673 10606 KIRBY FARNSWORTH dba SIMPLY DI 7/7/2017 OPERATING 2 PMCHK00000663 $5,400.00 20686 10610 TASNEEM M SHAH dba DR TASNEEM 7/7/2017 OPERATING 2 PMCHK00000663 $20,980.00 20725 10611 CROSS COUNTRY STAFFING INC 7/12/2017 OPERATING 2 PMCHK00000672 $5,135.00 20856 10611 CROSS COUNTRY STAFFING INC 7/28/2017 OPERATING 2 PMCHK00000688 $6,004.75 20689 10612 TOP ECHELON CONTRACTING LLC 7/7/2017 OPERATING 2 PMCHK00000663 $9,000.00 20748 10612 TOP ECHELON CONTRACTING LLC 7/12/2017 OPERATING 2 PMCHK00000672 $6,900.00 20825 10612 TOP ECHELON CONTRACTING LLC 7/21/2017 OPERATING 2 PMCHK00000683 $4,200.00 20876 10612 TOP ECHELON CONTRACTING LLC 7/28/2017 OPERATING 2 PMCHK00000688 $6,675.00 20687 10613 THE ALTERNATIVE SOURCE MEDICAL 7/7/2017 OPERATING 2 PMCHK00000663 $145.00 20681 10617 CHG MEDICAL STAFFING INC dba R 7/7/2017 OPERATING 2 PMCHK00000663 $2,701.00 20733 10617 CHG MEDICAL STAFFING INC dba R 7/12/2017 OPERATING 2 PMCHK00000672 $2,961.50 20819 10617 CHG MEDICAL STAFFING INC dba R 7/21/2017 OPERATING 2 PMCHK00000683 $3,138.50 20871 10617 CHG MEDICAL STAFFING INC dba R 7/28/2017 OPERATING 2 PMCHK00000688 $2,664.00 20699 10622 MCKESSON MEDICAL SURGICAL INC 7/7/2017 OPERATING 2 PMCHK00000664 $834.94 20774 10622 MCKESSON MEDICAL SURGICAL INC 7/19/2017 OPERATING 2 PMCHK00000680 $335.42 20840 10622 MCKESSON MEDICAL SURGICAL INC 7/25/2017 OPERATING 2 PMCHK00000685 $415.70 20664 10629 JOHN S GRAHAM 7/7/2017 OPERATING 2 PMCHK00000663 $7,980.00 20739 10630 AJK COMMUNICATION ENTERPRISES 7/12/2017 OPERATING 2 PMCHK00000672 $1,589.25 20663 10633 HASSAN SHAFEEQ 7/7/2017 OPERATING 2 PMCHK00000663 $5,860.00 20688 10635 TOLAN AND ASSOC dba SANFORD RO 7/7/2017 OPERATING 2 PMCHK00000663 $511.22 20762 10641 DAVOL, SUBSIDIARY OF CR BARD I 7/14/2017 OPERATING 2 PMCHK00000675 $2,922.94 20678 10643 PARTNERS HEALTHCARE GROUP LLC 7/7/2017 OPERATING 2 PMCHK00000663 $19,238.78 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 12 of 80 20675 10645 THE MEDICAL DIAGNOSTIC IMAGING 7/7/2017 OPERATING 2 PMCHK00000663 $100.00 20649 10646 MIDLAND CREDIT MANAGEMENT INC 7/7/2017 OPERATING 2 PMCHK00000663 $160.54 20788 10648 ACUTECARE TELEMEDICINE LLC 7/21/2017 OPERATING 2 PMCHK00000683 $5,650.00 20721 10649 GULF COAST BANK & TRUST COMPAN 7/12/2017 OPERATING 2 PMCHK00000672 $650.00 20832 10650 U.S. TRUSTEE 7/21/2017 OPERATING 2 PMCHK00000683 $13,650.00 20836 10651 SURGICAL INSTRUMENT SERVICE CO 7/25/2017 OPERATING 2 PMCHK00000685 $126.00 20837 10652 VALLEY SURGICAL INC 7/25/2017 OPERATING 2 PMCHK00000685 $1,017.00 20890 10654 MESCH, CLARK & ROTHSCHILD PC-7/31/2017 OPERATING 2 PMCHK00000689 $13,049.87 20889 10655 FORRESTER & WORTH PLLC 7/31/2017 OPERATING 2 PMCHK00000689 $91,742.30 20695 Z_10014 BARD MEDICAL DIVISION 7/7/2017 OPERATING 2 PMCHK00000663 $10,000.00 20659 Z_10025 CERNER CORPORATION 7/7/2017 OPERATING 2 PMCHK00000663 $8,115.00 20799 Z_10025 CERNER CORPORATION 7/21/2017 OPERATING 2 PMCHK00000683 $8,115.00 20854 Z_10025 CERNER CORPORATION 7/28/2017 OPERATING 2 PMCHK00000688 $8,115.00 20694 Z_10066 MASIMO AMERICAS INC 7/7/2017 OPERATING 2 PMCHK00000663 $5,000.00 20696 Z_10088 STRYKER ENDOSCOPY 7/7/2017 OPERATING 2 PMCHK00000663 $10,000.00 20693 Z_10138 JOHNSON & JOHNSON HEALTH CARE 7/7/2017 OPERATING 2 PMCHK00000663 $10,000.00 7/3/17 WIRE SPLIT Z_10322 GVH MOB 2 LLC 7/3/2017 OPERATING 2 PMPAY00000285 $15,000.00 20884 Z_10323 FOOTHILLS PATHOLOGY PC 7/28/2017 OPERATING 2 PMCHK00000688 $10,000.00--------------------Total Check 271 Total Amount of Check $1,705,149.09 ==================== Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 13 of 80 System: TRIAL BALANCE SUMMARY FOR 2017 8/14/2017 7:22:19 AM Page: 1 User Date: 8/14/2017 GV HOSPITAL MANAGEMENT, LLC General Ledger Ranges: From: To: Date: 7/1/2017 7/31/2017 Sorted By: Department Account: First Last Include: Posting Inactive Account Type Description Beginning Balance Debit Credit Net Change Ending Balance 1000-001 Operating Cash Checking Chase ($10,385.03) $2,506,983.39 $2,506,983.39 $0.00 ($10,385.03) 1000-002 Operating Cash Compass Operating $3,286.80 $0.00 $2,400.65 ($2,400.65) $886.15 1000-003 Lock Box Cash Compass Lock Box $144,327.31 $2,431,844.50 $2,439,050.72 ($7,206.22) $137,121.09 1000-004 Payroll Cash Payroll ($3,131.68) $1,100,502.97 $1,101,755.74 ($1,252.77) ($4,384.45) 1000-005 Operating Corporate Cash-ALLIANCE BANK $2,284,531.67 $2,109,833.02 $2,920,694.06 ($810,861.04) $1,473,670.63 1000-020 Petty Cash Petty Cash Cashier $100.00 $0.00 $0.00 $0.00 $100.00 1000-021 Petty Cash Petty Cash ER $150.00 $0.00 $0.00 $0.00 $150.00 1000-023 Petty Cash Petty Cash-Food Service $250.00 $0.00 $0.00 $0.00 $250.00 1000-024 Petty Cash Balance Sheet-Petty Cash-Business Office $35.00 $0.00 $0.00 $0.00 $35.00 1000-050 A/R Cerner $11,172,128.54 $12,658,664.25 $12,501,997.79 $156,666.46 $11,328,795.00 1000-052 Allowance for Contractuals ($7,846,757.71) $230,470.00 $354,558.00 ($124,088.00) ($7,970,845.71) 1000-053 Allowance for Bad Debt Reserves ($822,793.87) $292,152.00 $142,623.00 $149,529.00 ($673,264.87) 1000-054 Balance Sheet-A/R McDowell $3,677.57 $0.00 $0.00 $0.00 $3,677.57 1000-056 Balance Sheet-Lateral Reserve $4,342,292.55 $0.00 $0.00 $0.00 $4,342,292.55 1000-100 Inventory Inventory Central Supply $152,559.01 $55,074.44 $57,520.82 ($2,446.38) $150,112.63 1000-101 Inventory Inventory Surgery $419,942.36 $22,223.11 $9,395.79 $12,827.32 $432,769.68 1000-102 Inventory Inventory Pharmacy $252,401.39 $0.00 $0.00 $0.00 $252,401.39 1000-103 Inventory Inventory Radiology $10,593.00 $0.00 $0.00 $0.00 $10,593.00 1000-104 Inventory Inventory--Emergency Room $20,208.00 $0.00 $0.00 $0.00 $20,208.00 1000-105 Inventory Inventory-Med Surge $14,549.00 $7,726.00 $7,726.00 $0.00 $14,549.00 1000-106 Inventory Inventory-Critical Care $12,128.00 $0.00 $0.00 $0.00 $12,128.00 1000-107 Inventory Inventory-Lab $40,650.00 $0.00 $0.00 $0.00 $40,650.00 1000-108 Inventory Inventory-Food Services $33,822.82 $0.00 $0.00 $0.00 $33,822.82 1000-109 Inventory Inventory-Gift Shop $5,553.55 $0.00 $0.00 $0.00 $5,553.55 1000-110 Inventory Inventory-Cath Lab $40,000.00 $0.00 $0.00 $0.00 $40,000.00 1000-121 Prepaid Maint. Contracts $22,933.36 $0.00 $2,761.31 ($2,761.31) $20,172.05 1000-123 Prepaid Other $265,794.55 $0.00 $23,083.51 ($23,083.51) $242,711.04 1000-124 Inventory Inventory Cafe/Rest $32,840.23 $0.00 $0.00 $0.00 $32,840.23 1000-150 Real Property Land $1,389,243.53 $0.00 $0.00 $0.00 $1,389,243.53 1000-151 Real Property Land Improvements $4,722,670.65 $0.00 $0.00 $0.00 $4,722,670.65 1000-152 Buildings Building $29,570,022.94 $0.00 $0.00 $0.00 $29,570,022.94 1000-153 Buildings Building Service $20,047,967.17 $0.00 $0.00 $0.00 $20,047,967.17 1000-154 Equipment Equipment $17,049,693.58 $4,599.97 $0.00 $4,599.97 $17,054,293.55 1000-157 Equipment FA Clearing Account $0.00 $26,155.53 $20,669.53 $5,486.00 $5,486.00 1000-170 Real Property A/D Land Improvements ($512,700.86) $0.00 $19,677.79 ($19,677.79) ($532,378.65) 1000-171 Buildings AD A/D Building ($4,066,309.88) $0.00 $146,926.26 ($146,926.26) ($4,213,236.14) 1000-172 Buildings AD A/D Building Service ($2,991,496.12) $0.00 $114,815.57 ($114,815.57) ($3,106,311.69) 1000-173 Equipment AD A/D Equipment ($6,855,557.03) $0.00 $262,053.62 ($262,053.62) ($7,117,610.65) 1000-183 Security Deposits $283,146.84 $7,595.00 $0.00 $7,595.00 $290,741.84 1000-185 Other Assets $165,633.00 $0.00 $0.00 $0.00 $165,633.00 1000-186 Balance Sheet-Due from MOB $163,480.00 $0.00 $44,130.00 ($44,130.00) $119,350.00 1000-200 A/P ($17,595,853.33) $2,051,177.14 $1,878,288.36 $172,888.78 ($17,422,964.55) 1000-201 A/P Accrued Entry $3,917,519.08 $3,552,163.34 $12,978,135.26 ($9,425,971.92) ($5,508,452.84) 1000-202 ACCRUED PAYROLL ($519,508.42) $573,406.44 $509,813.80 $63,592.64 ($455,915.78) 1000-203 GARNISHMENTS $0.00 $300.98 $2,781.74 ($2,480.76) ($2,480.76) 1000-204 PAYROLL WITHHOLDING-TAXES $0.00 $20,832.30 $187,490.69 ($166,658.39) ($166,658.39) 1000-205 PAYROLL WITHHOLDING-DENTAL ($60,891.02) $3,409.35 $10,181.51 ($6,772.16) ($67,663.18) 1000-206 PAYROLL WITHHOLDING-HEALTH ($467,939.19) $30,285.84 $93,423.41 ($63,137.57) ($531,076.76) 1000-207 PAYROLL WITHHOLDING-VISION ($9,592.86) $532.38 $1,551.46 ($1,019.08) ($10,611.94) 1000-208 PAYROLL WITHHOLDING-LIFE ($15,960.31) $948.55 $2,861.84 ($1,913.29) ($17,873.60) 1000-209 PAYROLL WITHHOLDING-RETIREMENT $0.00 $2,415.20 $21,736.81 ($19,321.61) ($19,321.61) 1000-210 ACCRUED PTO ($454,333.46) $486,435.66 $555,472.67 ($69,037.01) ($523,370.47) 1000-214 Balance Sheet-Unfunded PR Taxes ($1,660,797.77) $0.00 $0.00 $0.00 ($1,660,797.77) 1000-215 Balance Sheet-Restructuring Clearing ($756,144.48) $2,295,092.53 $840,066.16 $1,455,026.37 $698,881.89 1000-216 Balance Sheet-Lateral Global Reserves ($20,000,000.00) $0.00 $0.00 $0.00 ($20,000,000.00) 1000-219 Due to Medicare ($1,839,177.93) $21,963.09 $0.00 $21,963.09 ($1,817,214.84) 1000-250 Due to Parent $3,035,739.93 $7,623,596.63 $645,751.43 $6,977,845.20 $10,013,585.13 1000-252 Construction Loan ($54,500,000.00) $0.00 $0.00 $0.00 ($54,500,000.00) 1000-253 SQN Equipment Loan ($12,694,958.44) $0.00 $0.00 $0.00 ($12,694,958.44) 1000-255 Other Current Liabilities ($1,000.00) $0.00 $0.00 $0.00 ($1,000.00) 1000-256 Capital Lease LT Debt $0.00 $12,052.96 $12,052.96 $0.00 $0.00 1000-280 Retained Earnings $19,919,672.63 $0.00 $0.00 $0.00 $19,919,672.63 3100-550 Med Surg Nursing IP Revenue Medicare ($1,835,621.30) $20,900.00 $296,101.52 ($275,201.52) ($2,110,822.82) 3100-551 Med Surg Nursing IP Revenue Medicare Adv ($1,328,939.79) $31,400.00 $232,950.00 ($201,550.00) ($1,530,489.79) 3100-552 Med Surg Nursing IP Revenue Medicaid ($189,159.12) $0.00 $22,800.00 ($22,800.00) ($211,959.12) 3100-554 Med Surg Nursing IP Revenue Commercial N ($308,296.96) $1,900.00 $58,900.00 ($57,000.00) ($365,296.96) 3100-555 Med Surg Nursing IP Revenue Self Pay ($20,900.00) $0.00 $0.00 $0.00 ($20,900.00) 3100-556 Med Surg Nursing IP Revenue Other Payer ($22,800.00) $0.00 $3,800.00 ($3,800.00) ($26,600.00) 3100-575 Med Surg Nursing OP Revenue Medicare ($470,664.66) $5,680.51 $29,312.54 ($23,632.03) ($494,296.69) 3100-576 Med Surg Nursing OP Revenue Medicare Ad ($385,288.87) $1,700.00 $46,586.48 ($44,886.48) ($430,175.35) 3100-577 Med Surg Nursing OP Revenue Medicaid ($81,872.87) $0.00 $12,412.16 ($12,412.16) ($94,285.03) 3100-578 Med Surg Nursing OP Revenue Commercial C ($149,365.25) $91,434.03 $118,268.23 ($26,834.20) ($176,199.45) 3100-580 Med Surg Nursing OP Revenue Self Pay ($15,942.87) $1,900.00 $0.00 $1,900.00 ($14,042.87) 3100-581 Med Surg Nursing OP Revenue Other Payer ($6,976.33) $0.00 $0.00 $0.00 ($6,976.33) 3102-550 TELE MED SURGE SUPPLIES-IP Revenue Med ($136,301.62) $1,400.00 $23,589.32 ($22,189.32) ($158,490.94) 3102-551 TELE MED SURGE SUPPLIES-IP Revenue Med ($117,771.58) $0.00 $12,648.30 ($12,648.30) ($130,419.88) 3102-552 TELE MED SURGE SUPPLIES-IP Revenue Med ($3,111.26) $0.00 $5,349.02 ($5,349.02) ($8,460.28) Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 14 of 80 3102-554 TELE MED SURGE SUPPLIES-IP Rev Commeric ($38,490.77) $0.00 $3,047.54 ($3,047.54) ($41,538.31) 3102-555 TELE MED SURGE SUPPLIES-IP Revenue Self ($3,497.56) $0.00 $0.00 $0.00 ($3,497.56) 3102-575 TELE MED SURGE SUPPLIES-OP Revenue Me ($17,185.82) $0.00 $6,260.32 ($6,260.32) ($23,446.14) 3102-576 TELE MED SURGE SUPPLIES-OP Revenue Me ($16,578.51) $3,313.12 $3,313.12 $0.00 ($16,578.51) 3102-577 TELE MED SURGE SUPPLIES-OP Revenue Me ($16,854.15) $0.00 $0.00 $0.00 ($16,854.15) 3102-578 TELE MED SURGE SUPPLIES-OP Revenue Com ($26,309.97) $0.00 $10,450.00 ($10,450.00) ($36,759.97) 3110-550 ICU IP Revenue Medicare ($1,258,491.00) $8,418.00 $164,151.00 ($155,733.00) ($1,414,224.00) 3110-551 ICU IP Revenue Medicare Advantage ($770,247.00) $37,881.00 $244,122.00 ($206,241.00) ($976,488.00) 3110-552 ICU IP Revenue Medicaid ($134,688.00) $4,209.00 $29,463.00 ($25,254.00) ($159,942.00) 3110-554 ICU IP Revenue Commercial Non-Contracted ($134,688.00) $0.00 $25,254.00 ($25,254.00) ($159,942.00) 3110-555 ICU IP Revenue Self Pay ($25,254.00) $0.00 $0.00 $0.00 ($25,254.00) 3110-576 ICU OP Revenue Medicare Advantage $0.00 $4,209.00 $4,209.00 $0.00 $0.00 3110-578 ICU OP Revenue Commercial Contracted $4,209.00 $0.00 $0.00 $0.00 $4,209.00 3110-581 ICU OP Revenue Other Payer ($1,957.00) $0.00 $0.00 $0.00 ($1,957.00) 3112-550 ICU/CRITICAL CARE/ICU TEL SUPP-IP Revenu ($17,759.75) $0.00 $734.56 ($734.56) ($18,494.31) 3112-551 ICU/CRITICAL CARE/ICU TEL-IP Revenue Med ($21,355.79) $0.00 $3,630.00 ($3,630.00) ($24,985.79) 3112-552 ICU/CRITICAL CARE/ICU TEL SUPP-IP Revenu ($1,931.45) $0.00 $0.00 $0.00 ($1,931.45) 3112-554 ICU/CRITICAL CARE/ICU TEL-IP Rev Commeri ($1,577.47) $0.00 $0.00 $0.00 ($1,577.47) 3112-575 ICU/CRITICAL CARE/ICU TEL SUPP-OP Reven ($3,110.00) $0.00 $3,630.00 ($3,630.00) ($6,740.00) 3112-576 ICU/CRITICAL CARE/ICU TEL-OP Revenue Me $0.00 $0.00 $3,110.00 ($3,110.00) ($3,110.00) 3112-578 ICU/CRITICAL CARE/ICU TEL-OP Revenue Co $0.00 $0.00 $4,270.00 ($4,270.00) ($4,270.00) 4020-550 Surgery IP Revenue Medicare ($944,150.70) $310,350.00 $526,465.40 ($216,115.40) ($1,160,266.10) 4020-551 Surgery IP Revenue Medicare Advantage ($831,832.62) $80,114.00 $177,413.00 ($97,299.00) ($929,131.62) 4020-552 Surgery IP Revenue Medicaid ($95,817.00) $75,175.00 $121,487.00 ($46,312.00) ($142,129.00) 4020-554 Surgery IP Revenue Commercial Non-Contra ($307,993.00) $67,223.00 $110,176.00 ($42,953.00) ($350,946.00) 4020-555 Surgery IP Revenue Self Pay ($10,435.00) $12,250.00 $12,250.00 $0.00 ($10,435.00) 4020-556 Surgery IP Revenue Other Payer ($10,185.00) $0.00 $0.00 $0.00 ($10,185.00) 4020-575 Surgery OP Revenue Medicare ($1,208,963.86) $157,423.00 $277,839.56 ($120,416.56) ($1,329,380.42) 4020-576 Surgery OP Revenue Medicare Advantage ($915,444.95) $249,331.00 $335,720.79 ($86,389.79) ($1,001,834.74) 4020-577 Surgery OP Revenue Medicaid ($620,386.76) $279,735.34 $294,409.90 ($14,674.56) ($635,061.32) 4020-578 Surgery OP Revenue Commercial Contracted ($708,220.48) $316,720.78 $388,395.24 ($71,674.46) ($779,894.94) 4020-580 Surgery OP Revenue Self Pay $20,955.48 $0.00 $0.00 $0.00 $20,955.48 4020-581 Surgery OP Revenue Other Payer ($42,924.00) $0.00 $0.00 $0.00 ($42,924.00) 4050-550 OP Specialty Services-IP Revenue Medicare ($7,987.00) $2,282.00 $2,282.00 $0.00 ($7,987.00) 4050-551 OP Specialty Services-IP Revenue Medicare A ($1,141.00) $0.00 $1,141.00 ($1,141.00) ($2,282.00) 4050-554 OP Specialty Services-IP Rev Commerical No ($1,141.00) $0.00 $0.00 $0.00 ($1,141.00) 4050-575 OP Specialty Services-OP Revenue Medicare ($396,421.96) $162,654.00 $240,811.96 ($78,157.96) ($474,579.92) 4050-576 OP Specialty Services-OP Revenue Medicare ($304,355.96) $11,211.00 $104,920.00 ($93,709.00) ($398,064.96) 4050-577 OP Specialty Services-OP Revenue Medicaid $0.00 $689.00 $1,378.00 ($689.00) ($689.00) 4050-578 OP Specialty Services-OP Revenue Commeric ($68,032.00) $13,313.00 $60,243.00 ($46,930.00) ($114,962.00) 4050-581 OP Specialty Services-OP Revenue Other Pay $0.00 $0.00 $1,925.00 ($1,925.00) ($1,925.00) 4060-550 Lab IP Revenue Medicare ($539,720.85) $13,769.42 $101,823.19 ($88,053.77) ($627,774.62) 4060-551 Lab IP Revenue Medicare Advantage ($366,452.74) $11,853.86 $64,710.89 ($52,857.03) ($419,309.77) 4060-552 Lab IP Revenue Medicaid ($58,646.85) $1,226.00 $12,075.96 ($10,849.96) ($69,496.81) 4060-554 Lab IP Revenue Commercial Non-Contracted ($75,713.01) $7,041.57 $21,829.05 ($14,787.48) ($90,500.49) 4060-555 Lab IP Revenue Self Pay ($4,447.05) $511.00 $511.00 $0.00 ($4,447.05) 4060-556 Lab IP Revenue Other Payer ($6,220.00) $0.00 $1,275.00 ($1,275.00) ($7,495.00) 4060-575 Lab OP Revenue Medicare ($629,635.89) $26,146.37 $91,613.23 ($65,466.86) ($695,102.75) 4060-576 Lab OP Revenue Medicare Advantage ($470,598.04) $20,086.08 $74,294.32 ($54,208.24) ($524,806.28) 4060-577 Lab OP Revenue Medicaid ($258,380.37) $11,816.98 $44,816.95 ($32,999.97) ($291,380.34) 4060-578 Lab OP Revenue Commercial Contracted ($254,640.45) $11,445.98 $44,220.42 ($32,774.44) ($287,414.89) 4060-580 Lab OP Revenue Self Pay ($24,907.24) $3,637.26 $8,813.73 ($5,176.47) ($30,083.71) 4060-581 Lab OP Revenue Other Payer ($32,496.00) $5,032.00 $12,903.05 ($7,871.05) ($40,367.05) 4091-550 Cath Lab IP Revenue Medicare ($285,960.08) $0.00 $53,552.20 ($53,552.20) ($339,512.28) 4091-551 Cath Lab IP Revenue Medicare Advantage ($151,085.26) $11,334.00 $40,503.76 ($29,169.76) ($180,255.02) 4091-552 Cath Lab IP Revenue Medicaid ($11,453.28) $0.00 $0.00 $0.00 ($11,453.28) 4091-554 Cath Lab IP Revenue Commercial Non-Contr ($41,387.08) $0.00 $0.00 $0.00 ($41,387.08) 4091-575 Cath Lab OP Revenue Medicare ($350,866.04) $90,672.00 $160,884.28 ($70,212.28) ($421,078.32) 4091-576 Cath Lab OP Revenue Medicare Advantage ($232,037.16) $11,334.00 $63,104.92 ($51,770.92) ($283,808.08) 4091-577 Cath Lab OP Revenue Medicaid ($15,887.56) $0.00 $0.00 $0.00 ($15,887.56) 4091-578 Cath Lab OP Revenue Commercial Contracte ($127,172.88) $13,116.60 $36,715.52 ($23,598.92) ($150,771.80) 4091-580 Cath Lab OP Revenue Self Pay ($7,085.00) $0.00 $0.00 $0.00 ($7,085.00) 4091-581 Cath Lab OP Revenue Other Payer ($23,862.64) $0.00 $0.00 $0.00 ($23,862.64) 4092-575 CATH LAB SUPPLIES-OP Revenue Medicare ($44,350.00) $0.00 $820.00 ($820.00) ($45,170.00) 4092-576 CATH LAB SUPPLIES-OP Revenue Medicare A ($35,400.00) $0.00 $10,590.00 ($10,590.00) ($45,990.00) 4092-578 CATH LAB SUPPLIES-OP Revenue Commerica ($10,590.00) $0.00 $0.00 $0.00 ($10,590.00) 4140-550 Radiology IP Revenue Medicare ($390,106.20) $14,423.00 $79,067.00 ($64,644.00) ($454,750.20) 4140-551 Radiology IP Revenue Medicare Advantage ($268,001.00) $5,616.00 $47,238.00 ($41,622.00) ($309,623.00) 4140-552 Radiology IP Revenue Medicaid ($17,206.00) $540.00 $5,739.00 ($5,199.00) ($22,405.00) 4140-554 Radiology IP Revenue Commercial Non-Con ($66,358.00) $3,201.00 $18,110.00 ($14,909.00) ($81,267.00) 4140-555 Radiology IP Revenue Self Pay ($1,744.00) $997.00 $997.00 $0.00 ($1,744.00) 4140-556 Radiology IP Revenue Other Payer ($7,207.00) $0.00 $238.00 ($238.00) ($7,445.00) 4140-575 Radiology OP Revenue Medicare ($801,916.00) $22,391.00 $90,491.00 ($68,100.00) ($870,016.00) 4140-576 Radiology OP Revenue Medicare Advantage ($550,047.00) $10,492.00 $101,787.00 ($91,295.00) ($641,342.00) 4140-577 Radiology OP Revenue Medicaid ($251,045.00) $1,428.00 $27,000.00 ($25,572.00) ($276,617.00) 4140-578 Radiology OP Revenue Commercial Contract ($337,967.00) $7,366.00 $61,576.00 ($54,210.00) ($392,177.00) 4140-580 Radiology OP Revenue Self Pay ($23,393.00) $4,715.00 $12,250.00 ($7,535.00) ($30,928.00) 4140-581 Radiology OP Revenue Other Payer ($61,060.00) $3,676.00 $9,646.00 ($5,970.00) ($67,030.00) 4145-550 Cat Scan IP Revenue Medicare ($284,566.00) $12,220.00 $65,625.00 ($53,405.00) ($337,971.00) 4145-551 Cat Scan IP Revenue Medicare Advantage ($203,372.00) $8,190.00 $40,996.00 ($32,806.00) ($236,178.00) 4145-552 Cat Scan IP Revenue Medicaid ($35,464.00) $964.00 $6,434.00 ($5,470.00) ($40,934.00) 4145-554 Cat Scan IP Revenue Commercial Non-Contr ($65,262.00) $960.00 $8,502.00 ($7,542.00) ($72,804.00) 4145-555 Cat Scan IP Revenue Self Pay ($4,968.00) $960.00 $960.00 $0.00 ($4,968.00) 4145-556 Cat Scan IP Revenue Other Payer ($6,294.00) $0.00 $0.00 $0.00 ($6,294.00) 4145-575 Cat Scan OP Revenue Medicare ($682,316.00) $16,251.00 $79,666.00 ($63,415.00) ($745,731.00) Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 15 of 80 4145-576 Cat Scan OP Revenue Medicare Advantage ($494,623.00) $10,188.00 $82,710.00 ($72,522.00) ($567,145.00) 4145-577 Cat Scan OP Revenue Medicaid ($310,830.00) $0.00 $44,764.00 ($44,764.00) ($355,594.00) 4145-578 Cat Scan OP Revenue Commercial Contracte ($337,423.00) $7,078.00 $55,960.00 ($48,882.00) ($386,305.00) 4145-580 Cat Scan OP Revenue Self Pay ($41,950.00) $6,314.00 $10,102.00 ($3,788.00) ($45,738.00) 4145-581 Cat Scan OP Revenue Other Payer ($69,834.00) $1,428.00 $10,110.00 ($8,682.00) ($78,516.00) 4150-550 MRI IP Revenue Medicare ($62,730.76) $1,146.00 $5,730.00 ($4,584.00) ($67,314.76) 4150-551 MRI IP Revenue Medicare Advantage ($44,857.96) $0.00 $3,864.00 ($3,864.00) ($48,721.96) 4150-552 MRI IP Revenue Medicaid ($2,146.00) $0.00 $0.00 $0.00 ($2,146.00) 4150-554 MRI IP Revenue Commercial Non-Contracted ($19,738.00) $0.00 $1,146.00 ($1,146.00) ($20,884.00) 4150-555 MRI IP Revenue Self Pay ($3,078.00) $0.00 $0.00 $0.00 ($3,078.00) 4150-556 MRI IP Revenue Other Payer ($1,000.00) $0.00 $0.00 $0.00 ($1,000.00) 4150-575 MRI OP Revenue Medicare ($119,564.00) $1,146.00 $17,614.40 ($16,468.40) ($136,032.40) 4150-576 MRI OP Revenue Medicare Advantage ($70,708.40) $1,146.00 $17,615.20 ($16,469.20) ($87,177.60) 4150-577 MRI OP Revenue Medicaid ($17,535.20) $1,932.00 $4,582.40 ($2,650.40) ($20,185.60) 4150-578 MRI OP Revenue Commercial Contracted ($66,380.00) $2,292.00 $15,682.40 ($13,390.40) ($79,770.40) 4150-580 MRI OP Revenue Self Pay ($2,932.00) $1,145.20 $1,145.20 $0.00 ($2,932.00) 4150-581 MRI OP Revenue Other Payer ($20,760.00) $0.00 $6,156.00 ($6,156.00) ($26,916.00) 4160-550 Ultrasound IP Revenue Medicare ($234,752.88) $14,048.32 $66,203.00 ($52,154.68) ($286,907.56) 4160-551 Ultrasound IP Revenue Medicare Advantage ($140,634.24) $8,884.00 $189,583.00 ($180,699.00) ($321,333.24) 4160-552 Ultrasound IP Revenue Medicaid ($19,226.96) $0.00 $0.00 $0.00 ($19,226.96) 4160-554 Ultrasound IP Revenue Commercial Non-Con ($27,379.12) $0.00 $7,196.00 ($7,196.00) ($34,575.12) 4160-555 Ultrasound IP Revenue Self Pay ($1,830.64) $1,799.00 $1,799.00 $0.00 ($1,830.64) 4160-556 Ultrasound IP Revenue Other Payer ($1,830.64) $0.00 $0.00 $0.00 ($1,830.64) 4160-575 Ultrasound OP Revenue Medicare ($174,955.76) $11,334.00 $73,012.00 ($61,678.00) ($236,633.76) 4160-576 Ultrasound OP Revenue Medicare Advantag ($155,175.92) $5,233.00 $53,802.00 ($48,569.00) ($203,744.92) 4160-577 Ultrasound OP Revenue Medicaid ($7,978.96) $0.00 $0.00 $0.00 ($7,978.96) 4160-578 Ultrasound OP Revenue Commercial Contrac ($89,853.68) $0.00 $81,119.00 ($81,119.00) ($170,972.68) 4160-581 Ultrasound OP Revenue Other Payer ($915.32) $0.00 $0.00 $0.00 ($915.32) 4165-550 GI-IP Revenue Medicare ($9,195.00) $0.00 $2,795.00 ($2,795.00) ($11,990.00) 4165-551 GI-IP Revenue Medicare Advantage ($4,000.00) $0.00 $0.00 $0.00 ($4,000.00) 4165-552 GI-IP Revenue Medicaid ($800.00) $0.00 $0.00 $0.00 ($800.00) 4165-554 GI-IP Rev Commerical Non Cont ($3,995.00) $0.00 $0.00 $0.00 ($3,995.00) 4165-556 GI-IP Revenue Other Payer ($800.00) $0.00 $0.00 $0.00 ($800.00) 4165-575 GI-OP Revenue Medicare ($11,980.00) $0.00 $5,590.00 ($5,590.00) ($17,570.00) 4165-576 GI-OP Revenue Medicare Advantage ($20,765.00) $2,795.00 $11,180.00 ($8,385.00) ($29,150.00) 4165-578 GI-OP Revenue Commerical Contract ($3,195.00) $0.00 $0.00 $0.00 ($3,195.00) 4170-550 Pharmacy IP Revenue Medicare ($865,145.46) $129,676.65 $288,341.30 ($158,664.65) ($1,023,810.11) 4170-551 Pharmacy IP Revenue Medicare Advantage ($563,781.37) $15,637.00 $113,674.40 ($98,037.40) ($661,818.77) 4170-552 Pharmacy IP Revenue Medicaid ($99,885.90) $3,040.60 $19,658.35 ($16,617.75) ($116,503.65) 4170-554 Pharmacy IP Revenue Commercial Non-Cont ($169,464.65) $4,096.00 $33,653.20 ($29,557.20) ($199,021.85) 4170-555 Pharmacy IP Revenue Self Pay ($11,872.70) $528.85 $607.85 ($79.00) ($11,951.70) 4170-556 Pharmacy IP Revenue Other Payer ($12,383.35) $0.00 $562.20 ($562.20) ($12,945.55) 4170-575 Pharmacy OP Revenue Medicare ($1,543,101.31) $48,145.15 $227,904.65 ($179,759.50) ($1,722,860.81) 4170-576 Pharmacy OP Revenue Medicare Advantage ($450,133.76) $23,049.05 $77,339.40 ($54,290.35) ($504,424.11) 4170-577 Pharmacy OP Revenue Medicaid ($229,407.48) $8,220.75 $34,380.95 ($26,160.20) ($255,567.68) 4170-578 Pharmacy OP Revenue Commercial Contract ($385,371.72) $12,520.65 $156,308.80 ($143,788.15) ($529,159.87) 4170-580 Pharmacy OP Revenue Self Pay ($23,702.05) $3,859.00 $5,414.50 ($1,555.50) ($25,257.55) 4170-581 Pharmacy OP Revenue Other Payer ($49,659.35) $430.20 $6,212.20 ($5,782.00) ($55,441.35) 4180-550 Respiratory Therapy IP Revenue Medicare ($634,178.39) $18,102.30 $132,797.94 ($114,695.64) ($748,874.03) 4180-551 Respiratory Therapy IP Revenue Medicare A ($377,605.69) $6,068.00 $65,153.18 ($59,085.18) ($436,690.87) 4180-552 Respiratory Therapy IP Revenue Medicaid ($35,382.14) $866.00 $9,854.52 ($8,988.52) ($44,370.66) 4180-554 Respiratory Therapy IP Revenue Commercia ($45,457.89) $436.00 $30,662.27 ($30,226.27) ($75,684.16) 4180-555 Respiratory Therapy IP Revenue Self Pay ($8,862.74) $218.00 $218.00 $0.00 ($8,862.74) 4180-556 Respiratory Therapy IP Revenue Other Payer ($5,598.47) $0.00 $218.00 ($218.00) ($5,816.47) 4180-575 Respiratory Therapy Op Revenue Medicare ($196,452.82) $24,808.45 $62,260.51 ($37,452.06) ($233,904.88) 4180-576 Respiratory Therapy Op Revenue Medicare A ($150,456.18) $12,053.84 $44,059.46 ($32,005.62) ($182,461.80) 4180-577 Respiratory Therapy Op Revenue Medicaid ($53,081.65) $5,411.02 $15,918.19 ($10,507.17) ($63,588.82) 4180-578 Respiratory Therapy Op Revenue Commerci ($74,489.08) $6,629.42 $22,904.44 ($16,275.02) ($90,764.10) 4180-580 Respiratory Therapy Op Revenue Self Pay ($8,612.24) $872.00 $2,392.00 ($1,520.00) ($10,132.24) 4180-581 Respiratory Therapy Op Revenue Other Paye ($9,733.33) $1,308.00 $3,270.00 ($1,962.00) ($11,695.33) 4200-550 Physical Therapy IP Revenue Medicare ($123,770.00) $41,457.00 $60,922.00 ($19,465.00) ($143,235.00) 4200-551 Physical Therapy IP Revenue Medicare Adva ($93,914.00) $1,112.00 $18,213.00 ($17,101.00) ($111,015.00) 4200-552 Physical Therapy IP Revenue Medicaid ($8,823.00) $0.00 $1,419.00 ($1,419.00) ($10,242.00) 4200-554 Physical Therapy IP Revenue Commercial No ($5,564.00) $0.00 $1,319.00 ($1,319.00) ($6,883.00) 4200-555 Physical Therapy IP Revenue Self Pay ($607.00) $329.00 $329.00 $0.00 ($607.00) 4200-556 Physical Therapy IP Revenue Other Payer ($2,253.00) $0.00 $0.00 $0.00 ($2,253.00) 4200-575 Physical Therapy OP Revenue Medicare ($13,078.00) $664.00 $996.00 ($332.00) ($13,410.00) 4200-576 Physical Therapy OP Revenue Medicare Adv ($16,477.00) $0.00 $1,249.00 ($1,249.00) ($17,726.00) 4200-577 Physical Therapy OP Revenue Medicaid ($664.00) $0.00 $0.00 $0.00 ($664.00) 4200-578 Physical Therapy OP Revenue Commercial C ($2,210.00) $0.00 $0.00 $0.00 ($2,210.00) 4230-550 Emergency Room IP Revenue Medicare ($1,783,806.37) $94,932.00 $272,451.68 ($177,519.68) ($1,961,326.05) 4230-551 Emergency Room IP Revenue Medicare Adva ($1,176,859.47) $48,750.00 $163,112.00 ($114,362.00) ($1,291,221.47) 4230-552 Emergency Room IP Revenue Medicaid ($162,557.00) $6,328.00 $34,000.00 ($27,672.00) ($190,229.00) 4230-554 Emergency Room IP Revenue Commercial N ($322,461.00) $35,623.00 $83,229.00 ($47,606.00) ($370,067.00) 4230-555 Emergency Room IP Revenue Self Pay ($30,504.00) $1,982.00 $5,614.00 ($3,632.00) ($34,136.00) 4230-556 Emergency Room IP Revenue Other Payer ($25,597.00) $393.00 $3,230.00 ($2,837.00) ($28,434.00) 4230-575 Emergency Room Op Revenue Medicare ($3,847,077.29) $340,112.08 $839,310.63 ($499,198.55) ($4,346,275.84) 4230-576 Emergency Room Op Revenue Medicare Adv ($2,749,712.80) $310,772.04 $703,323.04 ($392,551.00) ($3,142,263.80) 4230-577 Emergency Room Op Revenue Medicaid ($1,939,378.67) $203,284.08 $503,140.20 ($299,856.12) ($2,239,234.79) 4230-578 Emergency Room Op Revenue Commercial C ($2,131,101.50) $252,424.16 $565,010.76 ($312,586.60) ($2,443,688.10) 4230-580 Emergency Room Op Revenue Self Pay ($226,570.25) $62,182.08 $110,450.24 ($48,268.16) ($274,838.41) 4230-581 Emergency Room Op Revenue Other Payer ($387,179.60) $55,163.00 $115,305.44 ($60,142.44) ($447,322.04) 4255-427 MEDICAL STAFF/CREDENTIALI-Med Staff Du ($21,113.16) $100.00 $700.00 ($600.00) ($21,713.16) 4300-550 Unapplied Charges-IP Revenue Medicare ($196,842.79) $26,052.48 $30,792.15 ($4,739.67) ($201,582.46) 5000-428 Cafeteria Sales-Miscellaneous Income ($159.34) $0.00 $0.00 $0.00 ($159.34) Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 16 of 80 5000-431 Cafeteria Sales ($239,966.02) $584.94 $30,508.19 ($29,923.25) ($269,889.27) 5000-433 Gain (loss) sale of asset $0.00 $6,942.25 $0.00 $6,942.25 $6,942.25 5900-500 Contractual Allowances Medicare $12,458,089.76 $2,475,413.71 $655,556.21 $1,819,857.50 $14,277,947.26 5900-502 Contractual Allowances Blue Cross $0.00 $9,085.00 $9,120.00 ($35.00) ($35.00) 5900-503 Contractual Allowances HealthNet $37,821.39 $35,301.72 $71,065.23 ($35,763.51) $2,057.88 5900-504 Contractual Allowances-Medicaid $3,701,543.87 $1,056,931.80 $256,800.22 $800,131.58 $4,501,675.45 5900-505 Contractual Allowances-Medicare Advantag $10,492,682.13 $2,287,751.19 $1,012,020.98 $1,275,730.21 $11,768,412.34 5900-506 Contractual Allowances-Commercial Financi $4,372,796.07 $963,513.76 $236,699.14 $726,814.62 $5,099,610.69 5900-507 Contractual Allowances-Other $748,706.97 $166,889.87 $31,789.33 $135,100.54 $883,807.51 5900-509 Contractual Allowances-Contractual Allowan $13,809.87 $9,880.94 $3,788.92 $6,092.02 $19,901.89 5900-545 Contractual Allowances-Bad Debt Writeoff ($287,502.49) $142,623.00 $292,152.00 ($149,529.00) ($437,031.49) 5920-545 Bad Debt Writeoff $596,758.44 $170,822.88 $20,789.94 $150,032.94 $746,791.38 6100-320 Medical Surgical Radiology Film $0.00 $19.25 $0.00 $19.25 $19.25 6100-340 Medical Surgery Lab Products $0.00 $462.61 $462.61 $0.00 $0.00 6100-350 Medical Surgical IV Solutions/Sets $8,911.44 $1,399.68 $0.00 $1,399.68 $10,311.12 6100-380 Medical Surgical Med/Surg Supplies $101,995.43 $12,057.87 $0.00 $12,057.87 $114,053.30 6100-400 Medical Surgical Office Supplies $2,913.64 $206.93 $0.00 $206.93 $3,120.57 6100-404 Medical Surgical Minor Equip Med $604.75 $2.05 $0.00 $2.05 $606.80 6100-405 Medical Surgical Minor Equip Office $71.73 $13.98 $0.00 $13.98 $85.71 6100-406 Medical Surgical Supplies Other $104,313.74 $14,113.52 $0.00 $14,113.52 $118,427.26 6100-600 Medical Surgical Purchased Services $15,687.85 $3,790.00 $0.00 $3,790.00 $19,477.85 6100-602 Medical Surgical Equipment Repair $612.00 $249.00 $0.00 $249.00 $861.00 6100-631 Medical Surgical Agency Medical $217,320.66 $39,436.57 $2,664.00 $36,772.57 $254,093.23 6100-730 Medical Surgical Rental Equipment $500.50 $71.50 $0.00 $71.50 $572.00 6100-900 Medical Surgical Regular Time $902,914.90 $176,795.45 $56,696.89 $120,098.56 $1,023,013.46 6100-901 Medical Surgical Overtime $76,923.32 $26,207.27 $5,066.67 $21,140.60 $98,063.92 6100-902 Medical Surgical Availability $23,405.94 $12,484.66 $3,573.57 $8,911.09 $32,317.03 6100-903 Medical Surgical Paid Time Off $123,009.37 $82,234.45 $64,558.59 $17,675.86 $140,685.23 6100-904 Medical Surgical Payroll Other $7,021.20 $0.00 $0.00 $0.00 $7,021.20 6100-905 Medical Surgery-Holiday Pay $21,249.20 $13,889.96 $868.13 $13,021.83 $34,271.03 6110-310 ICU Suters/Staples $6.55 $0.00 $0.00 $0.00 $6.55 6110-340 ICU Expense-Lab Products $0.00 $231.32 $231.32 $0.00 $0.00 6110-350 ICU IV Solutions/Sets $4,471.64 $709.13 $0.00 $709.13 $5,180.77 6110-380 ICU Med/Surg Supplies $65,603.90 $7,576.65 $0.00 $7,576.65 $73,180.55 6110-400 ICU Office Supplies $497.35 $65.98 $0.00 $65.98 $563.33 6110-404 ICU Minor Equip Med $305.31 $51.49 $0.00 $51.49 $356.80 6110-406 ICU Supplies Other $14,854.43 $984.37 $0.00 $984.37 $15,838.80 6110-600 ICU Purchased Services $9,050.00 $850.00 $0.00 $850.00 $9,900.00 6110-631 ICU Agency Medical $2,668.00 $0.00 $0.00 $0.00 $2,668.00 6110-730 ICU Rental Equipment $500.50 $71.50 $0.00 $71.50 $572.00 6110-900 ICU Regular Time $614,338.76 $91,108.63 $43,146.07 $47,962.56 $662,301.32 6110-901 ICU Overtime $47,215.69 $15,783.57 $5,209.65 $10,573.92 $57,789.61 6110-902 ICU Availability $62,514.34 $9,282.04 $4,085.90 $5,196.14 $67,710.48 6110-903 ICU Paid Time Off $113,011.99 $56,614.86 $44,755.70 $11,859.16 $124,871.15 6110-904 ICU Payroll Other $6,882.00 $0.00 $0.00 $0.00 $6,882.00 6110-905 ICU Expense-Holiday Pay $16,549.38 $6,059.88 $378.74 $5,681.14 $22,230.52 7020-300 Surgery Implants Ortho $170,288.20 $22,873.26 $0.00 $22,873.26 $193,161.46 7020-302 Surgery Implants Cardio $830.00 $0.00 $0.00 $0.00 $830.00 7020-303 Surgery Implants Other $19,037.23 $2,721.90 $0.00 $2,721.90 $21,759.13 7020-310 Surgery Suters/Staples $13,626.41 $2,259.58 $0.00 $2,259.58 $15,885.99 7020-340 Surgery Lab Products $0.00 $300.07 $300.07 $0.00 $0.00 7020-350 Surgery IV Solutions/Sets $141.63 $43.72 $0.00 $43.72 $185.35 7020-380 Surgery Med/Surg Supplies $130,623.72 $23,271.44 $2,023.15 $21,248.29 $151,872.01 7020-400 Surgery Office Supplies $2,157.79 $0.00 $0.00 $0.00 $2,157.79 7020-402 Surgery Linens $19,046.02 $2,928.36 $0.00 $2,928.36 $21,974.38 7020-404 Surgery Minor Equip Med $9,681.35 $480.96 $0.00 $480.96 $10,162.31 7020-406 Surgery Supplies Other $11,320.57 $1,344.20 $0.00 $1,344.20 $12,664.77 7020-600 Surgery Purchased Services $12,682.08 $0.00 $0.00 $0.00 $12,682.08 7020-601 Surgery Maintenance Contr $8,184.00 $0.00 $0.00 $0.00 $8,184.00 7020-602 Surgery Equipment Repair $1,385.93 $1,256.00 $0.00 $1,256.00 $2,641.93 7020-631 Surgery Agency Medical $851.25 $0.00 $0.00 $0.00 $851.25 7020-730 Surgery Rental Equipment $13,246.12 $6,630.00 $4,420.00 $2,210.00 $15,456.12 7020-850 Surgery Physician Fees $1,095,821.79 $229,075.00 $24,487.94 $204,587.06 $1,300,408.85 7020-900 Surgery Regular Time $539,608.37 $105,103.12 $43,082.32 $62,020.80 $601,629.17 7020-901 Surgery Overtime $6,521.28 $2,370.29 $354.32 $2,015.97 $8,537.25 7020-902 Surgery Availability $48,047.71 $10,682.78 $4,008.79 $6,673.99 $54,721.70 7020-903 Surgery Paid Time Off $84,930.07 $59,270.52 $38,037.43 $21,233.09 $106,163.16 7020-904 Surgery Payroll Other $3,454.00 $0.00 $0.00 $0.00 $3,454.00 7020-905 Surgery Expense-Holiday Pay $244.34 $0.00 $0.00 $0.00 $244.34 7030-310 Recovery Room/Post Op Suters/Staples $27.05 $0.00 $0.00 $0.00 $27.05 7030-340 Recovery Room/Post Op Lab Products $0.00 $33.91 $33.91 $0.00 $0.00 7030-350 Recovery Room/Post Op IV Solutions/Sets $3,539.29 $485.51 $0.00 $485.51 $4,024.80 7030-380 Recovery Room/Post Op Med/Surg Supplies $24,414.08 $4,803.53 $0.00 $4,803.53 $29,217.61 7030-400 Recovery Room/Post Op Office Supplies $302.45 $0.00 $0.00 $0.00 $302.45 7030-404 Recovery Room/Post Op Minor Equip Med $883.38 $0.00 $0.00 $0.00 $883.38 7030-406 Recovery Room/Post Op Supplies Other $0.44 $0.00 $0.00 $0.00 $0.44 7030-900 Recovery Room/Post Op Regular Time $141,526.57 $39,725.59 $13,935.00 $25,790.59 $167,317.16 7030-901 Recovery Room/Post Op Overtime $3,938.51 $720.41 $514.20 $206.21 $4,144.72 7030-902 Recovery Room/Post Op Availability $10,400.75 $2,374.82 $893.69 $1,481.13 $11,881.88 7030-903 Recovery Room/Post Op Paid Time Off $15,802.92 $9,177.19 $6,230.70 $2,946.49 $18,749.41 7030-904 Recovery Room/Post Op Payroll Other $2,450.00 $0.00 $0.00 $0.00 $2,450.00 7030-905 Recovery Room-Holiday Pay $210.00 $0.00 $0.00 $0.00 $210.00 7040-380 GI-Med/Surg Supplies $32,446.45 $1,800.96 $0.00 $1,800.96 $34,247.41 7040-400 GI-Office Supplies $843.34 $0.00 $0.00 $0.00 $843.34 7040-404 GI-Minor Equip Med $9,053.76 $0.00 $0.00 $0.00 $9,053.76 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 17 of 80 7040-406 GI-Supplies Other $246.96 $26.70 $0.00 $26.70 $273.66 7040-600 GI-Purchased Services $5,800.00 $0.00 $0.00 $0.00 $5,800.00 7040-601 GI-Maintenance Contr $13,775.02 $533.34 $0.00 $533.34 $14,308.36 7040-602 GI-Equipment Repair $690.00 $0.00 $0.00 $0.00 $690.00 7040-900 GI-Regular Time $29,680.24 $5,854.15 $2,351.59 $3,502.56 $33,182.80 7040-901 GI-Overtime $100.50 $0.00 $0.00 $0.00 $100.50 7040-902 GI-Availability $9,789.35 $2,777.48 $1,123.24 $1,654.24 $11,443.59 7040-903 GI-Paid Time Off $4,977.93 $1,451.44 $774.63 $676.81 $5,654.74 7050-600 OP Specialty Services-Purchased Services $0.00 $350.00 $0.00 $350.00 $350.00 7060-330 Laboratory Blood Products $105,558.00 $11,284.00 $968.00 $10,316.00 $115,874.00 7060-340 Laboratory Lab Products $203,434.08 $25,603.12 $3,324.86 $22,278.26 $225,712.34 7060-350 Laboratory IV Solutions/Sets $4.33 $0.00 $0.00 $0.00 $4.33 7060-380 Laboratory Med/Surg Supplies $4,497.39 $452.26 $0.00 $452.26 $4,949.65 7060-400 Laboratory Office Supplies $1,035.63 $213.30 $0.00 $213.30 $1,248.93 7060-404 Laboratory Minor Equip Med $0.00 $0.00 $212.11 ($212.11) ($212.11) 7060-406 Laboratory Supplies Other $3,408.83 $2,700.40 $202.12 $2,498.28 $5,907.11 7060-600 Laboratory Purchased Services $107,654.80 $28,973.11 $12,000.00 $16,973.11 $124,627.91 7060-601 Laboratory Maintenance Contr $14,565.82 $6,378.78 $0.00 $6,378.78 $20,944.60 7060-680 Laboratory Courier $779.22 $172.53 $0.00 $172.53 $951.75 7060-720 Laboratory Taxes $7.88 $0.00 $0.00 $0.00 $7.88 7060-750 Laboratory Books/Subscriptions $750.00 $0.00 $0.00 $0.00 $750.00 7060-800 Laboratory Freight Expense $38.64 $0.00 $0.00 $0.00 $38.64 7060-850 Laboratory Physician Fees $66,575.00 $14,612.50 $0.00 $14,612.50 $81,187.50 7060-900 Laboratory Regular Time $263,778.55 $60,010.96 $20,573.38 $39,437.58 $303,216.13 7060-901 Laboratory Overtime $536.39 $33.07 $65.41 ($32.34) $504.05 7060-903 Laboratory Paid Time Off $49,470.78 $56,315.93 $34,445.67 $21,870.26 $71,341.04 7060-905 Laboratory Expense-Holiday Pay $4,509.97 $3,819.60 $238.72 $3,580.88 $8,090.85 7091-302 Cath Lab Implants Cardio $192,160.43 $42,090.00 $6,450.00 $35,640.00 $227,800.43 7091-310 Cath Lab Suters/Staples $2,305.87 $0.00 $0.00 $0.00 $2,305.87 7091-340 Cath Lab Lab Products $0.00 $26.63 $26.63 $0.00 $0.00 7091-350 Cath Lab IV Solutions/Sets $1,189.31 $396.03 $0.00 $396.03 $1,585.34 7091-380 Cath Lab Med/Surg Supplies $113,288.65 $16,026.34 $813.09 $15,213.25 $128,501.90 7091-400 Cath Lab Office Supplies $40.92 $0.00 $0.00 $0.00 $40.92 7091-404 Cath Lab Minor Equip Med $64.28 $0.00 $0.00 $0.00 $64.28 7091-406 Cath Lab Supplies Other $3,710.51 $0.00 $0.00 $0.00 $3,710.51 7091-602 Cath Lab Equipment Repair $3,339.00 $0.00 $0.00 $0.00 $3,339.00 7091-631 Cath Lab Agency Medical $12,375.00 $15,593.38 $2,500.00 $13,093.38 $25,468.38 7091-900 Cath Lab Regular Time $132,575.00 $24,968.20 $7,869.20 $17,099.00 $149,674.00 7091-901 Cath Lab Overtime $9,587.18 $18.00 $2,369.61 ($2,351.61) $7,235.57 7091-902 Cath Lab Availability $12,288.56 $6,572.96 $846.82 $5,726.14 $18,014.70 7091-903 Cath Lab Paid Time Off $17,505.16 $12,073.76 $7,626.98 $4,446.78 $21,951.94 7091-904 Cath Lab Payroll Other $1,000.00 $0.00 $0.00 $0.00 $1,000.00 7140-320 Radiology Radiology Film $228.72 $9.62 $0.00 $9.62 $238.34 7140-350 Radiology IV Solutions/Sets ($17.02) $0.00 $0.00 $0.00 ($17.02) 7140-360 Radiology Pharmaceuticals ($30.07) $0.00 $0.00 $0.00 ($30.07) 7140-370 Radiology-Radiopharmaceutical $41,885.63 $5,640.62 $0.00 $5,640.62 $47,526.25 7140-380 Radiology Med/Surg Supplies $17,878.27 $2,238.26 $0.00 $2,238.26 $20,116.53 7140-400 Radiology Office Supplies $424.51 $32.71 $0.00 $32.71 $457.22 7140-406 Radiology Supplies Other $73.68 $0.00 $0.00 $0.00 $73.68 7140-600 Radiology Purchased Services $4,121.00 $0.00 $0.00 $0.00 $4,121.00 7140-601 Radiology Maintenance Contr $18,536.58 $3,216.07 $0.00 $3,216.07 $21,752.65 7140-602 Radiology Equipment Repair $6,600.00 $0.00 $0.00 $0.00 $6,600.00 7140-680 Radiology Courier $46.50 $0.00 $0.00 $0.00 $46.50 7140-710 Radiology Licenses $3,836.00 $0.00 $0.00 $0.00 $3,836.00 7140-720 Radiology Taxes $1,212.60 $202.10 $0.00 $202.10 $1,414.70 7140-730 Radiology Rental Equipment $23,665.85 $2,350.00 $0.00 $2,350.00 $26,015.85 7140-785 Radiology Office Lease $21,264.84 $3,544.14 $0.00 $3,544.14 $24,808.98 7140-900 Radiology Regular Time $481,361.33 $119,522.95 $37,672.10 $81,850.85 $563,212.18 7140-901 Radiology Overtime $3,385.99 $1,481.93 $318.01 $1,163.92 $4,549.91 7140-902 Radiology Availability $70,844.69 $16,381.73 $4,384.64 $11,997.09 $82,841.78 7140-903 Radiology Paid Time Off $77,977.43 $54,718.69 $40,095.56 $14,623.13 $92,600.56 7140-904 Radiology Payroll Other $4,384.90 $1,440.00 $0.00 $1,440.00 $5,824.90 7140-905 Radiology Expense-Holiday Pay $7,006.09 $4,545.78 $284.11 $4,261.67 $11,267.76 7145-602 Cat Scan Equipment Repair $16,740.79 $0.00 $4,169.00 ($4,169.00) $12,571.79 7150-602 MRI Equipment Repair $7,917.00 $0.00 $0.00 $0.00 $7,917.00 7165-900 Echocardiography-Regular Time $29,309.47 $14,458.16 $7,029.60 $7,428.56 $36,738.03 7165-901 Echocardiography-Overtime $187.50 $216.00 $13.50 $202.50 $390.00 7165-902 Echocardiography-Availability $3,418.03 $4,952.48 $963.65 $3,988.83 $7,406.86 7165-903 Echocardiography-Paid Time Off $9,546.38 $12,969.41 $8,443.03 $4,526.38 $14,072.76 7165-904 Echocardiography-Payroll Other $504.00 $0.00 $0.00 $0.00 $504.00 7165-905 Echocardiography-Holiday Pay $0.00 $216.00 $13.50 $202.50 $202.50 7167-380 Mammography-Med/Surg Supplies $1,875.43 $0.00 $0.00 $0.00 $1,875.43 7170-360 Pharmacy Pharmaceuticals $709,218.46 $111,663.02 $3,261.72 $108,401.30 $817,619.76 7170-380 Pharmacy Med/Surg Supplies $1,022.22 $59.73 $320.63 ($260.90) $761.32 7170-400 Pharmacy Office Supplies $408.63 $113.98 $0.00 $113.98 $522.61 7170-406 Pharmacy Supplies Other $512.80 $57.40 $0.00 $57.40 $570.20 7170-600 Pharmacy Purchased Services $635.00 $0.00 $0.00 $0.00 $635.00 7170-602 Pharmacy Equipment Repair $0.00 $2,227.50 $0.00 $2,227.50 $2,227.50 7170-630 Pharmacy Agency Non-Med ($9.99) $0.00 $0.00 $0.00 ($9.99) 7170-900 Pharmacy Regular Time $194,364.48 $47,824.83 $14,932.37 $32,892.46 $227,256.94 7170-901 Pharmacy Overtime $111.07 $0.00 $11.50 ($11.50) $99.57 7170-902 Pharmacy Availability $744.96 $0.00 $0.00 $0.00 $744.96 7170-903 Pharmacy Paid Time Off $49,326.45 $39,306.40 $28,106.32 $11,200.08 $60,526.53 7170-904 Pharmacy Payroll Other $961.54 $1,098.90 $68.68 $1,030.22 $1,991.76 7170-905 Pharmacy Expense-Holiday Pay $558.00 $425.14 $26.57 $398.57 $956.57 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 18 of 80 7180-340 Respiratory Lab Products $0.00 $1,001.05 $1,001.05 $0.00 $0.00 7180-350 Respiratory IV Solutions/Sets $84.46 $0.00 $0.00 $0.00 $84.46 7180-380 Respiratory Med/Surg Supplies $5,730.36 $2,217.25 $0.00 $2,217.25 $7,947.61 7180-400 Respiratory Office Supplies $305.28 $128.10 $0.00 $128.10 $433.38 7180-404 Respiratory Minor Equip Med $749.90 $0.00 $0.00 $0.00 $749.90 7180-405 Respiratory Minor Equip Office $11.59 $0.00 $0.00 $0.00 $11.59 7180-406 Respiratory Supplies Other $967.43 $13.97 $0.00 $13.97 $981.40 7180-601 Respiratory Maintenance Contr $2,388.00 $0.00 $0.00 $0.00 $2,388.00 7180-730 Respiratory Rental Equipment $19,457.48 $6,250.00 $2,700.00 $3,550.00 $23,007.48 7180-900 Respiratory Regular Time $264,957.74 $65,709.64 $22,107.38 $43,602.26 $308,560.00 7180-901 Respiratory Overtime $3,770.79 $0.00 $0.00 $0.00 $3,770.79 7180-902 Respiratory Availability $57,727.31 $13,899.10 $4,703.50 $9,195.60 $66,922.91 7180-903 Respiratory Paid Time Off $50,268.48 $28,148.50 $19,281.89 $8,866.61 $59,135.09 7180-904 Respiratory Payroll Other $4,443.46 $695.85 $113.40 $582.45 $5,025.91 7180-905 Respiratory Expense-Holiday Pay $4,787.56 $4,283.14 $267.70 $4,015.44 $8,803.00 7200-900 Physical Therapy Regular Time $58,360.15 $13,842.04 $4,594.71 $9,247.33 $67,607.48 7200-901 Physical Therapy Overtime $153.52 $0.00 $0.00 $0.00 $153.52 7200-903 Physical Therapy Paid Time Off $10,006.37 $7,674.55 $5,120.68 $2,553.87 $12,560.24 7200-905 Physical Therapy Expense-Holiday Pay $940.36 $829.72 $51.86 $777.86 $1,718.22 7230-310 Emergency Room Suters/Staples $1,357.51 $90.80 $0.00 $90.80 $1,448.31 7230-340 Emergency Room Lab Products $0.00 $1,151.11 $1,151.11 $0.00 $0.00 7230-350 Emergency Room IV Solutions/Sets $13,458.11 $1,460.59 $0.00 $1,460.59 $14,918.70 7230-380 Emergency Room Med/Surg Supplies $112,951.69 $13,515.25 $0.00 $13,515.25 $126,466.94 7230-400 Emergency Room Office Supplies $3,041.37 $226.69 $0.00 $226.69 $3,268.06 7230-404 Emergency Room Minor Equip Med $1,435.61 $49.44 $0.00 $49.44 $1,485.05 7230-405 Emergency Room Minor Equip Office $327.78 $0.00 $0.00 $0.00 $327.78 7230-406 Emergency Room Supplies Other $23,596.35 $2,562.80 $203.95 $2,358.85 $25,955.20 7230-600 Emergency Room Purchased Services $135,754.81 $23,000.00 $0.00 $23,000.00 $158,754.81 7230-631 Emergency Room Agency Medical $14,757.50 $0.00 $0.00 $0.00 $14,757.50 7230-850 Emergency Room Physician Fees $10,841.75 $9,200.00 $6,900.00 $2,300.00 $13,141.75 7230-854 Emergency Room Expense-Telemedicine Ser $41,067.23 $9,050.00 $0.00 $9,050.00 $50,117.23 7230-900 Emergency Room Regular Time $859,603.09 $208,619.82 $66,215.54 $142,404.28 $1,002,007.37 7230-901 Emergency Room Overtime $50,175.66 $10,157.16 $1,791.50 $8,365.66 $58,541.32 7230-902 Emergency Room Availability $21,013.39 $4,300.91 $2,461.83 $1,839.08 $22,852.47 7230-903 Emergency Room Paid Time Off $116,268.65 $103,977.87 $72,329.46 $31,648.41 $147,917.06 7230-904 Emergency Room Payroll Other $11,059.61 $153.14 $237.45 ($84.31) $10,975.30 7230-905 Emergency Room Expense-Holiday Pay $18,035.05 $10,556.34 $659.77 $9,896.57 $27,931.62 7500-380 Business Office Med/Surg Supplies $46.69 $0.00 $0.00 $0.00 $46.69 7500-400 Business Office Office Supplies $2,065.16 $621.50 $0.00 $621.50 $2,686.66 7500-405 Business Office Minor Equip Office $20.85 $0.00 $0.00 $0.00 $20.85 7500-406 Business Office Supplies Other $287.57 $5.24 $0.00 $5.24 $292.81 7500-600 Business Office Purchased Services $30,941.78 $53,354.79 $160.00 $53,194.79 $84,136.57 7500-601 Business Office Maintenance Contr $40,318.50 $7,347.12 $0.00 $7,347.12 $47,665.62 7500-606 Business Office Collection Agency Fees $889,196.02 $284,392.46 $114,887.90 $169,504.56 $1,058,700.58 7500-630 Business Office Agency Non-Med $0.00 $14,624.34 $0.00 $14,624.34 $14,624.34 7500-851 Business Office Consulting Fees ($4,219.82) $0.00 $0.00 $0.00 ($4,219.82) 7500-852 Business Office Legal Fees ($11,202.02) $0.00 $0.00 $0.00 ($11,202.02) 7500-853 Business Office Prof Fees Other $99,148.01 $17,724.34 $17,724.34 $0.00 $99,148.01 7500-900 Business Office Regular Time $114,852.08 $27,823.81 $9,830.65 $17,993.16 $132,845.24 7500-901 Business Office Overtime $2,544.88 $307.24 $122.87 $184.37 $2,729.25 7500-903 Business Office Paid Time Off $18,402.27 $15,714.13 $10,097.41 $5,616.72 $24,018.99 7500-904 Business Office Payroll Other $864.00 $0.00 $0.00 $0.00 $864.00 7510-350 Admitting IV Solutions/Sets $180.17 $0.00 $0.00 $0.00 $180.17 7510-380 Admitting Med/Surg Supplies $650.89 $97.18 $0.00 $97.18 $748.07 7510-400 Admitting Office Supplies $4,129.89 $272.73 $0.00 $272.73 $4,402.62 7510-402 Admitting Linens $188.01 $0.00 $0.00 $0.00 $188.01 7510-405 Admitting Minor Equip Office $120.42 $0.00 $0.00 $0.00 $120.42 7510-406 Admitting Supplies Other $2,706.04 $468.80 $0.00 $468.80 $3,174.84 7510-600 Admitting Purchased Services $1,722.27 $278.01 $0.00 $278.01 $2,000.28 7510-900 Admitting Regular Time $225,950.10 $50,999.44 $15,990.96 $35,008.48 $260,958.58 7510-901 Admitting Overtime $26,225.41 $9,186.53 $2,895.00 $6,291.53 $32,516.94 7510-903 Admitting Paid Time Off $35,881.58 $17,069.74 $12,611.43 $4,458.31 $40,339.89 7510-905 Admitting-Holiday Pay $3,622.32 $3,678.88 $229.93 $3,448.95 $7,071.27 7520-302 Materials Management Implants Cardio $980.00 $0.00 $0.00 $0.00 $980.00 7520-310 Materials Management Suters/Staples ($234.16) $0.00 $0.00 $0.00 ($234.16) 7520-340 Materials Management Lab Products $0.00 $181.92 $181.92 $0.00 $0.00 7520-380 Materials Management Med/Surg Supplies ($20,817.66) $6,159.71 $9,319.47 ($3,159.76) ($23,977.42) 7520-400 Materials Management Office Supplies $339.30 $53.66 $0.00 $53.66 $392.96 7520-404 Materials Management Minor Equip Med $170.02 $0.00 $0.00 $0.00 $170.02 7520-405 Materials Management Minor Equip Office $210.99 $0.00 $0.00 $0.00 $210.99 7520-406 Materials Management Supplies Other $4,425.38 $388.70 $9.94 $378.76 $4,804.14 7520-601 Materials Management Maintenance Contr $18,797.82 $7,943.34 $179.84 $7,763.50 $26,561.32 7520-680 Materials Management Courier $296.00 $0.00 $125.00 ($125.00) $171.00 7520-710 Materials Management Licenses $1.76 $0.00 $0.00 $0.00 $1.76 7520-720 Materials Management Taxes $78,644.82 $13,788.39 $588.89 $13,199.50 $91,844.32 7520-730 Materials Management Rental Equipment $21.56 $0.00 $0.00 $0.00 $21.56 7520-800 Materials Management Freight Expense $23,491.92 $5,828.03 $1,256.30 $4,571.73 $28,063.65 7520-805 Materials Management Insurance Prof Liab $19.00 $8.06 $8.06 $0.00 $19.00 7520-900 Materials Management Regular Time $90,679.24 $18,847.40 $6,554.21 $12,293.19 $102,972.43 7520-901 Materials Management Overtime $2,229.64 $677.56 $37.87 $639.69 $2,869.33 7520-902 Materials Management Availability $13,083.38 $3,655.53 $1,205.12 $2,450.41 $15,533.79 7520-903 Materials Management Paid Time Off $14,554.81 $10,184.77 $7,828.42 $2,356.35 $16,911.16 7520-905 Materials Management-Holiday Pay $602.91 $265.50 $16.59 $248.91 $851.82 7530-302 Central Supply Implants Cardio ($6,850.00) $0.00 $0.00 $0.00 ($6,850.00) 7530-380 Central Supply Med/Surg Supplies $205.84 $11.76 $0.00 $11.76 $217.60 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 19 of 80 7530-720 Central Supply Taxes $8.82 $0.00 $0.00 $0.00 $8.82 7530-800 Central Supply Freight Expense $14.23 $0.00 $0.00 $0.00 $14.23 7540-380 Finance Med/Surg Supplies $0.86 $1.43 $0.00 $1.43 $2.29 7540-400 Finance Office Supplies $1,467.32 $498.67 $0.00 $498.67 $1,965.99 7540-405 Finance Minor Equip Office $134.83 $0.00 $0.00 $0.00 $134.83 7540-406 Finance Supplies Other $3,215.87 $21.40 $0.00 $21.40 $3,237.27 7540-600 Finance Purchased Services $7,086.30 $731.05 $0.00 $731.05 $7,817.35 7540-630 Finance Agency Non-Med $10,653.77 $0.00 $0.00 $0.00 $10,653.77 7540-704 Finance-Bank Service Charges $23,674.26 $4,638.00 $0.03 $4,637.97 $28,312.23 7540-705 Finance-Other Expenses ($3,327.36) $0.00 $0.00 $0.00 ($3,327.36) 7540-730 Finance Rental Equipment $178.24 $89.12 $0.00 $89.12 $267.36 7540-800 Finance Freight Expense $13,203.00 $1,800.00 $0.00 $1,800.00 $15,003.00 7540-851 Finance Consulting Fees $51,308.91 $2,670.00 $0.00 $2,670.00 $53,978.91 7540-900 Finance Regular Time $75,518.93 $16,521.25 $6,404.96 $10,116.29 $85,635.22 7540-901 Finance Overtime $14,944.33 $1,401.46 $763.60 $637.86 $15,582.19 7540-903 Finance Paid Time Off $20,953.45 $18,497.56 $13,275.22 $5,222.34 $26,175.79 7540-905 Finance-Holiday Pay $542.03 $801.44 $50.09 $751.35 $1,293.38 7550-380 HIM Med/Surg Supplies $62.43 $19.34 $0.00 $19.34 $81.77 7550-400 HIM Office Supplies $1,866.87 $113.98 $0.00 $113.98 $1,980.85 7550-406 HIM Supplies Other $1,441.10 $0.00 $0.00 $0.00 $1,441.10 7550-428 HIM-Miscellaneous Income ($6,686.15) $0.00 $0.00 $0.00 ($6,686.15) 7550-600 HIM Purchased Services $129,052.44 $27,007.61 $13,400.00 $13,607.61 $142,660.05 7550-601 HIM Maintenance Contr $65,970.00 $1,400.00 $2,400.00 ($1,000.00) $64,970.00 7550-660 HIM Copy/Printing $894.64 $184.72 $0.00 $184.72 $1,079.36 7550-900 HIM Regular Time $73,809.40 $21,599.35 $7,223.24 $14,376.11 $88,185.51 7550-901 HIM Overtime $5,477.62 $970.13 $366.75 $603.38 $6,081.00 7550-903 HIM Paid Time Off $8,876.84 $7,240.89 $4,276.78 $2,964.11 $11,840.95 7550-904 HIM Payroll Other $1,000.00 $0.00 $0.00 $0.00 $1,000.00 7550-905 HIM-Holiday Pay $119.63 $0.00 $0.00 $0.00 $119.63 7560-350 information Technology IV Solutions/Sets $70.88 $0.00 $0.00 $0.00 $70.88 7560-380 Information Technology Med/Surg Supplies $939.32 $2.32 $0.00 $2.32 $941.64 7560-405 Information Technology Minor Equip Office $3,192.00 $0.00 $0.00 $0.00 $3,192.00 7560-406 information Technology Supplies Other $0.00 $11,204.93 $11,204.93 $0.00 $0.00 7560-600 Information Technology Purchased Services $213,865.11 $11,475.91 $5,879.66 $5,596.25 $219,461.36 7560-601 information Technology Maintenance Contr $25,775.41 $6,670.88 $0.00 $6,670.88 $32,446.29 7560-630 Information Technology Agency Non-Med $112,264.24 $21,171.30 $0.00 $21,171.30 $133,435.54 7560-640 Information Technology Advertising/Marke $16.50 $0.00 $0.00 $0.00 $16.50 7560-705 Information Technology-Other Expenses $4,161.69 $0.00 $0.00 $0.00 $4,161.69 7560-710 Information Technology Licenses $4,940.00 $0.00 $0.00 $0.00 $4,940.00 7560-730 Information Technology Rental Equipment $15,395.60 $2,966.43 $0.00 $2,966.43 $18,362.03 7560-851 Information Technology Consulting Fees $17,360.00 $3,490.00 $0.00 $3,490.00 $20,850.00 7560-853 information Technology Prof Fees Other $7,118.75 $0.00 $0.00 $0.00 $7,118.75 7560-900 Information Technology Regular Time $94,949.64 $11,157.73 $6,616.87 $4,540.86 $99,490.50 7560-901 Information Technology Overtime $760.81 $0.00 $8.13 ($8.13) $752.68 7560-902 Information Technology Availability $12,960.91 $5,167.52 $2,473.68 $2,693.84 $15,654.75 7560-903 Information Technology Paid Time Off $23,224.28 $9,402.97 $6,179.58 $3,223.39 $26,447.67 7560-905 Information Technology-Holiday Pay $603.91 $0.00 $0.00 $0.00 $603.91 7570-400 Human Resources Office Supplies $786.80 $306.23 $0.00 $306.23 $1,093.03 7570-406 Human Resources Supplies Other $2,000.06 $0.00 $0.00 $0.00 $2,000.06 7570-600 Human Resources Purchased Services $76,710.59 $16,145.97 $2,000.00 $14,145.97 $90,856.56 7570-705 Human Resources-Other Expenses $6,847.20 $0.00 $0.00 $0.00 $6,847.20 7570-900 Human Resources Regular Time $45,220.69 $10,741.75 $3,502.74 $7,239.01 $52,459.70 7570-901 Human Resources Overtime $286.31 $0.00 $0.00 $0.00 $286.31 7570-903 Human Resources Paid Time Off $14,345.72 $10,547.73 $7,845.93 $2,701.80 $17,047.52 7580-380 Facilities Med/Surg Supplies $126.53 $32.38 $0.00 $32.38 $158.91 7580-400 Facilities Office Supplies ($3.81) $0.00 $0.00 $0.00 ($3.81) 7580-402 Facilities Linens $28,761.56 $5,297.00 $0.00 $5,297.00 $34,058.56 7580-404 Facilities Minor Equip Med $69.78 $374.81 $0.00 $374.81 $444.59 7580-405 Facilities Minor Equip Office $0.00 $1,476.10 $0.00 $1,476.10 $1,476.10 7580-406 Facilities Supplies Other $18,227.14 $1,574.85 $0.00 $1,574.85 $19,801.99 7580-600 Facilities Purchased Services $42,784.27 $10,736.13 $0.00 $10,736.13 $53,520.40 7580-601 Facilities Maintenance Contr $18,598.40 $1,901.62 $0.00 $1,901.62 $20,500.02 7580-602 Facilities Equipment Repair $25,023.66 $1,708.10 $0.00 $1,708.10 $26,731.76 7580-603 Facilities Building Repair $6,100.00 $75,011.22 $75,011.22 $0.00 $6,100.00 7580-660 Facilities Copy/Printing $39.95 $259.95 $0.00 $259.95 $299.90 7580-700 Facilities Electricity $231,206.41 $67,491.36 $0.00 $67,491.36 $298,697.77 7580-701 Facilities Gas $33,193.50 $7,928.84 $0.00 $7,928.84 $41,122.34 7580-702 Facilities Water & Sewer $21,273.84 $3,755.69 $684.21 $3,071.48 $24,345.32 7580-710 Facilities Licenses $396.00 $0.00 $0.00 $0.00 $396.00 7580-720 Facilities Taxes $144,996.00 $1,329,130.00 $1,304,964.00 $24,166.00 $169,162.00 7580-730 Facilities Rental Equipment $16,601.47 $2,905.05 $4,844.54 ($1,939.49) $14,661.98 7580-750 Facilities Books/Subscriptions $298.50 $0.00 $0.00 $0.00 $298.50 7580-800 Facilities Freight Expense $588.94 $0.00 $0.00 $0.00 $588.94 7580-806 Facilities Insurance Other $6,750.00 $0.00 $0.00 $0.00 $6,750.00 7580-900 Facilities Regular Time $60,165.75 $12,421.05 $4,688.02 $7,733.03 $67,898.78 7580-901 Facilities Overtime $306.19 $0.00 $0.00 $0.00 $306.19 7580-902 Facilities Availability $0.00 $236.58 $10.29 $226.29 $226.29 7580-903 Facilities Paid Time Off $13,310.95 $9,338.52 $6,448.71 $2,889.81 $16,200.76 7580-905 Facilities-Holiday Pay $420.00 $424.86 $26.55 $398.31 $818.31 7590-380 Biomed Engineering Med/Surg Supplies $10.79 $0.00 $0.00 $0.00 $10.79 7590-406 Biomed Engineering Supplies Other $1,311.24 $0.00 $0.00 $0.00 $1,311.24 7590-601 Biomed Engineering Maintenance Contr $27,866.93 $4,770.83 $0.00 $4,770.83 $32,637.76 7600-400 Food Service Office Supplies $729.06 $11.12 $0.00 $11.12 $740.18 7600-401 Food Service Dietary Supplies $933.50 $0.00 $0.00 $0.00 $933.50 7600-402 Food Service Linens $7,135.63 $999.52 $0.00 $999.52 $8,135.15 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 20 of 80 7600-406 Food Service Supplies Other $665.09 $0.00 $247.81 ($247.81) $417.28 7600-407 Food Service-Food Supplies $97,210.10 $12,675.78 $285.80 $12,389.98 $109,600.08 7600-600 Food Service Purchased Services $1,240.10 $0.00 $0.00 $0.00 $1,240.10 7600-601 Food Service Maintenance Contr $100.00 $100.00 $0.00 $100.00 $200.00 7600-602 Food Service Equipment Repair $964.74 $0.00 $0.00 $0.00 $964.74 7600-705 Food Service-Other Expenses $3.03 $0.00 $20.00 ($20.00) ($16.97) 7600-710 Food Service Licenses $246.00 $0.00 $0.00 $0.00 $246.00 7600-785 Food Service Office Lease $2,243.73 $0.00 $0.00 $0.00 $2,243.73 7600-900 Food Service Regular Time $160,100.19 $33,216.67 $11,424.36 $21,792.31 $181,892.50 7600-901 Food Service Overtime $4,590.13 $667.61 $184.39 $483.22 $5,073.35 7600-903 Food Service Paid Time Off $29,166.22 $21,744.45 $16,240.68 $5,503.77 $34,669.99 7600-905 Food Service-Holiday Pay $2,693.58 $1,740.02 $108.75 $1,631.27 $4,324.85 7610-380 Housekeeping Med/Surg Supplies $1,584.91 $20.78 $0.00 $20.78 $1,605.69 7610-400 Housekeeping Office Supplies $161.98 $0.00 $0.00 $0.00 $161.98 7610-402 Housekeeping Linens $3,458.43 $421.77 $0.00 $421.77 $3,880.20 7610-403 Housekeeping Housekeeping Sup $17,583.85 $1,713.74 $0.00 $1,713.74 $19,297.59 7610-406 Housekeeping Supplies Other $212.50 $0.00 $0.00 $0.00 $212.50 7610-602 Housekeeping Equipment Repair $984.41 $0.00 $0.00 $0.00 $984.41 7610-900 Housekeeping Regular Time $157,238.96 $22,697.44 $8,875.85 $13,821.59 $171,060.55 7610-901 Housekeeping Overtime $6,406.55 $6,061.54 $1,656.52 $4,405.02 $10,811.57 7610-902 Housekeeping Availability $86.79 $328.61 $57.22 $271.39 $358.18 7610-903 Housekeeping Paid Time Off $22,718.41 $15,183.78 $10,036.54 $5,147.24 $27,865.65 7610-905 Housekeeping-Holiday Pay $3,414.40 $1,758.76 $109.93 $1,648.83 $5,063.23 7620-380 Security Med/Surg Supplies $2.42 $0.00 $0.00 $0.00 $2.42 7620-400 Security Office Supplies $177.19 $0.00 $0.00 $0.00 $177.19 7620-402 Security Linens $146.75 $23.48 $0.00 $23.48 $170.23 7620-900 Security Regular Time $45,679.92 $11,484.65 $3,928.89 $7,555.76 $53,235.68 7620-901 Security Overtime $1,439.33 $0.00 $4.88 ($4.88) $1,434.45 7620-903 Security Paid Time Off $11,847.52 $12,188.78 $9,389.42 $2,799.36 $14,646.88 7620-905 Security-Holiday Pay $1,637.41 $1,107.42 $69.21 $1,038.21 $2,675.62 7650-406 Community Relations Supplies Other $2,462.12 $202.84 $0.00 $202.84 $2,664.96 7650-640 Community Relations Advertising/Marketing $825.00 $0.00 $0.00 $0.00 $825.00 7650-900 Community Relations Regular Time $5,941.78 $0.00 $0.00 $0.00 $5,941.78 7650-901 Community Relations Overtime $6,980.80 $0.00 $0.00 $0.00 $6,980.80 7660-400 UR/Case Management Office Supplies $488.89 $32.99 $0.00 $32.99 $521.88 7660-406 UR/Case Management Supplies Other $48.60 $0.00 $0.00 $0.00 $48.60 7660-600 UR/Case Management Purchased Services $11,510.40 $0.00 $0.00 $0.00 $11,510.40 7660-900 UR/Case Management Regular Time $62,398.37 $19,485.98 $4,070.65 $15,415.33 $77,813.70 7660-901 UR/Case Management Overtime $253.14 $0.00 $0.00 $0.00 $253.14 7660-903 UR/Case Management Paid Time Off $11,981.16 $5,770.25 $4,838.58 $931.67 $12,912.83 7670-400 Quality Office Supplies $17.25 $0.00 $0.00 $0.00 $17.25 7670-404 Quality Minor Equip Med $166.25 $0.00 $0.00 $0.00 $166.25 7670-900 Quality Regular Time $112,691.42 $14,407.18 $8,367.60 $6,039.58 $118,731.00 7670-901 Quality Overtime $7,450.16 $1,979.48 $810.62 $1,168.86 $8,619.02 7670-903 Quality Paid Time Off $28,367.20 $35,683.27 $21,916.17 $13,767.10 $42,134.30 7670-905 Quality-Holiday Pay $656.53 $0.00 $0.00 $0.00 $656.53 7680-406 Education Supplies Other $269.09 $0.00 $0.00 $0.00 $269.09 7680-600 Education Purchased Services $3,333.36 $833.34 $0.00 $833.34 $4,166.70 7680-730 Education Rental Equipment $174.57 $0.00 $0.00 $0.00 $174.57 7680-900 Education Regular Time $74,586.56 $8,608.99 $7,414.69 $1,194.30 $75,780.86 7680-901 Education Overtime $241.43 $0.00 $0.00 $0.00 $241.43 7680-902 Education Availability $410.22 $0.00 $0.00 $0.00 $410.22 7690-380 Infection Control Med/Surg Supplies $264.69 $0.00 $0.00 $0.00 $264.69 7690-400 Infection Control Office Supplies $509.06 $0.00 $0.00 $0.00 $509.06 7690-404 Infection Control Minor Equip Med $243.13 $0.00 $0.00 $0.00 $243.13 7690-406 Infection Control Supplies Other $74.88 $0.00 $0.00 $0.00 $74.88 7690-600 Infection Control Purchased Services $168.00 $0.00 $0.00 $0.00 $168.00 7690-900 Infection Control Regular Time $48,246.24 $12,184.64 $3,292.32 $8,892.32 $57,138.56 7690-903 Infection Control Paid Time Off $9,658.02 $4,843.91 $3,504.74 $1,339.17 $10,997.19 7710-380 Volunteers Med/Surg Supplies ($1.84) $0.00 $0.00 $0.00 ($1.84) 7710-400 Volunteers Office Supplies $143.56 $0.00 $0.00 $0.00 $143.56 7710-402 Volunteers Linens $642.80 $0.00 $0.00 $0.00 $642.80 7710-406 Volunteers Supplies Other $3,200.93 $79.40 $0.00 $79.40 $3,280.33 7710-430 Volunteers-Gift Shop Sales ($5,023.61) $0.00 $477.67 ($477.67) ($5,501.28) 7710-760 Volunteers Business Travel Exp $151.06 $0.00 $0.00 $0.00 $151.06 7720-900 Discharge Planning Regular Time $42,847.82 $11,607.78 $3,785.15 $7,822.63 $50,670.45 7720-903 Discharge Planning Paid Time Off $16,288.38 $17,359.17 $13,321.94 $4,037.23 $20,325.61 7730-380 Nursing Administration Med/Surg Supplies $20.78 $0.00 $0.00 $0.00 $20.78 7730-402 Nursing Administration Linens $113,643.89 $14,904.02 $0.00 $14,904.02 $128,547.91 7730-900 Nursing Administration Regular Time $65,403.90 $0.00 $0.00 $0.00 $65,403.90 7730-903 Nursing Administration Paid Time Off $4,519.45 $0.00 $0.00 $0.00 $4,519.45 7755-406 Medical Staff/Credentialing-Supplies Other $11,825.77 $1,111.16 $0.00 $1,111.16 $12,936.93 7755-600 Medical Staff/Credentialing-Purchased Servi $2,889.98 $481.67 $0.00 $481.67 $3,371.65 7755-810 Medical Staff/Credentialing-Physician Recru $2,460.70 $405.42 $0.00 $405.42 $2,866.12 7755-900 Medical Staff/Credentialing-Regular Time $24,171.86 $5,677.72 $1,756.22 $3,921.50 $28,093.36 7755-901 Medical Staff/Credentialing-Overtime $11,151.06 $2,212.94 $137.39 $2,075.55 $13,226.61 7755-903 Medical Staff/Credentialing-Paid Time Off $5,838.95 $5,433.88 $4,286.88 $1,147.00 $6,985.95 7755-905 Medical Staff/Credentialing-Holiday Pay $638.26 $552.00 $34.50 $517.50 $1,155.76 7760-400 Hospital Administration Office Supplies $1,259.55 $303.29 $0.00 $303.29 $1,562.84 7760-406 Hospital Administration Supplies Other $24,583.69 $6,827.73 $2,293.38 $4,534.35 $29,118.04 7760-428 Hospital Administration-Miscellaneous Incom ($1,158.75) $0.00 $0.00 $0.00 ($1,158.75) 7760-600 Hospital Administration Purchased Service $31,162.81 $3,272.80 $0.00 $3,272.80 $34,435.61 7760-602 Hospital Administration Equipment Repair $862.03 $0.00 $0.00 $0.00 $862.03 7760-630 Hospital Administration Agency Non-Med $0.00 $39,837.56 $0.00 $39,837.56 $39,837.56 7760-640 Hospital Administration Advertising/Market $379.00 $379.00 $0.00 $379.00 $758.00 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 21 of 80 7760-660 Hospital Administration Copy/Printing $467.80 $351.00 $164.79 $186.21 $654.01 7760-705 Hospital Administration-Other Expenses ($0.01) $0.00 $0.00 $0.00 ($0.01) 7760-706 Hospital Administration-Finance Charge $9,636.93 $1,100.61 $0.00 $1,100.61 $10,737.54 7760-709 Hospital Administration-PENALTIES $3,879.45 $0.00 $0.00 $0.00 $3,879.45 7760-710 Hospital Administration Licenses $12.00 $0.00 $0.00 $0.00 $12.00 7760-720 Hospital Administration Taxes $5,794.64 $0.00 $0.00 $0.00 $5,794.64 7760-750 Hospital Administration Books/Subscription ($330.02) $0.00 $0.00 $0.00 ($330.02) 7760-785 Hospital Administration Office Lease $176,488.65 $29,610.02 $0.00 $29,610.02 $206,098.67 7760-805 Hospital Administration Insurance Professio $22,266.28 $11,133.14 $0.00 $11,133.14 $33,399.42 7760-806 Hospital Administration Insurance Other $192,555.75 $27,736.80 $0.00 $27,736.80 $220,292.55 7760-809 Hospital Administration-Payor Assessments $386,760.00 $0.00 $0.00 $0.00 $386,760.00 7760-820 Hospital Administration-Interest Exp-SQN $781,518.15 $911,771.15 $781,518.15 $130,253.00 $911,771.15 7760-821 Hospital Administration-Interest Exp-Invest $2,667,574.90 $2,685,500.00 $1,968,500.00 $717,000.00 $3,384,574.90 7760-822 Hospital Administration-Interest Exp-AR Lin $121,566.88 $0.00 $0.00 $0.00 $121,566.88 7760-833 Hospital Administration-Interest Expense-M $66,624.04 $10,477.39 $0.00 $10,477.39 $77,101.43 7760-850 Hospital Administration Physician Fees $608,429.92 $108,725.00 $0.00 $108,725.00 $717,154.92 7760-851 Hospital Administration Consulting Fees $56,630.12 $7,171.85 $0.00 $7,171.85 $63,801.97 7760-852 Hospital Administration Legal Fees $1,132,457.28 $128,302.67 $128,302.67 $0.00 $1,132,457.28 7760-853 Hospital Administration Prof Fees Other $211,613.76 $59,837.56 $39,837.56 $20,000.00 $231,613.76 7760-855 Hospital Administration-Restructuring Fees $2,140,737.17 $221,952.67 $0.00 $221,952.67 $2,362,689.84 7760-900 Hospital Administration Regular Time $224,220.49 $53,670.10 $18,041.04 $35,629.06 $259,849.55 7760-901 Hospital Administration Overtime $2,628.00 $271.28 $5.14 $266.14 $2,894.14 7760-903 Hospital Administration Paid Time Off $25,114.41 $26,962.74 $17,095.85 $9,866.89 $34,981.30 7762-708 Unallocated-Discounts ($568,000.69) $0.00 $0.00 $0.00 ($568,000.69) 7765-461 Employee Benefits FICA $557,116.78 $129,626.10 $42,378.94 $87,247.16 $644,363.94 7765-462 Employee Benefits Unemployment Insuranc $129,974.68 $4,291.73 $1,544.12 $2,747.61 $132,722.29 7765-463 Employee Benefits Disability Insurance $71,832.24 $9,228.64 $0.00 $9,228.64 $81,060.88 7765-464 Employee Benefits Health Insurance $831,820.12 $126,174.63 $4,638.24 $121,536.39 $953,356.51 7765-465 Employee Benefits Life Insurance $14,570.02 $2,381.80 $0.00 $2,381.80 $16,951.82 7765-466 Employee Benefits Vision Insurance $7,131.67 $1,102.46 $0.00 $1,102.46 $8,234.13 7765-467 Employee Benefits Dental Insurance $43,878.15 $6,894.26 $0.00 $6,894.26 $50,772.41 7765-472 BENEFITS-WORKERS COMP ($5,629.00) $0.00 $0.00 $0.00 ($5,629.00) 7770-880 Depreciation-Depreciation Land Improveme $118,066.74 $19,677.79 $0.00 $19,677.79 $137,744.53 7770-881 Depreciation-Depreciation Building $881,557.56 $146,926.26 $0.00 $146,926.26 $1,028,483.82 7770-882 Depreciation-Depreciation Building Service $688,893.42 $114,815.57 $0.00 $114,815.57 $803,708.99 7770-883 Depreciation-Depreciation Equipment $1,592,359.14 $265,632.37 $0.00 $265,632.37 $1,857,991.51 9999-998 Profit Suspense Account $0.00 $162,983.02 $162,983.02 $0.00 $0.00 9999-999 Procure Suspense Account $0.00 $40,305.29 $40,305.29 $0.00 $0.00 Grand Totals 710 $0.00 $60,090,148.39 $60,090,148.39 $0.00 $0.00 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 22 of 80 GVH Profit and Loss Statement 7/31/2017 For the Five Months Ending April May June July YTD 2017 Total Since Filing ACTUAL BUDGET ACTUAL BUDGET ACTUAL BUDGET ACTUAL BUDGET ACTUAL BUDGET ACTUAL BUDGET Patient Charges Inpatient Charges $3,127,662 $2,867,519 $2,956,329 $3,087,476 $21,901,847 $12,038,986 Outpatient Charges 4,044,502 4,098,619 4,110,815 3,884,093 31,046,447 16,138,029 Total Charges 7,172,164 6,966,138 7,067,144 6,971,569 52,948,294 28,177,015 Other Operating Revenue 52,066 43,843 39,011 24,059 298,166 158,979 Contractuals (4,938,758) (4,689,986) (4,794,288) (4,728,432) (36,863,138) (19,151,464) Net Revenue 2,285,472 2,319,995 2,311,867 2,267,196 16,383,322 9,184,530 Expenses Labor 1,262,939 1,466,574 1,182,413 1,393,129 9,894,539 5,305,055 Benefits 259,996 261,852 252,707 231,138 1,881,833 1,005,693 Professional Fees (10,995) 423,183 418,775 372,606 3,755,557 1,203,569 Supplies 353,154 376,174 384,199 341,702 2,832,307 1,455,229 Purchase Service 377,028 473,971 498,759 381,931 2,617,843 1,731,689 Other 635,480 370,345 185,882 185,782 982,188 1,377,489 Property Taxes 24,166 24,166 24,166 24,166 169,162 96,664 Total Operating Expense 2,901,768 3,396,265 2,946,901 2,930,454 22,133,429 12,175,388 EBITDA (616,296) (1,076,270) (635,034) (663,258) (5,750,107) (2,990,858) Depreciation 546,819 547,024 547,028 547,052 3,827,929 2,187,923 Interest 73,557 1,933,604 837,912 857,730 4,495,014 3,702,803 Restructuring Expense 995,757 1,366,933 100,000 221,953 2,362,690 2,684,643 Total Expense 4,517,901 7,243,826 4,431,841 4,557,189 32,819,062 20,750,757 Operating Income (Loss) (2,232,429) (4,923,831) (2,119,974) (2,289,993) (16,435,740) (11,566,227) Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 23 of 80 Green Valley Hospital Balance Sheet 7/31/2017 ASSETS 6/30/2017 7/31/2017 Current Assets Prior Month Current Month Cash and Short Term Investments $2,419,164 $1,597,443 Accounts Receivable 2,506,255 2,688,362 Inventory 1,035,247 1,045,628 Prepaid Expenses 288,728 262,883 Due from Insurance Other Receivables 4,342,293 4,342,293 Total Current Assets 10,591,687 9,936,609 Long Term Assets Property Plant & Equipment 72,779,598 72,789,684 Accumulated Depreciation (14,426,064) (14,969,537) Other Assets 612,260 575,725 TOTAL ASSETS 69,557,481 68,332,481 LIABILITIES AND OWNERS' EQUITY Current Liabilities Accounts Payable 13,678,334 22,931,417 Accrued Payroll 3,189,023 3,455,770 Current Portion LT Debt Due to Medicare 1,839,178 1,817,215 Other Current Liabilities 1,000 1,000 Due to Parent (3,035,740) (10,013,585) Restructuring Clearing 756,144 (698,882) Lateral (DIP) 20,000,000 20,000,000 Total Current Liabilities 36,427,939 37,492,935 Long Term Liabilities Capital Lease LT Debt A/R Revolver Construction Loan 54,500,000 54,500,000 SQN Equipment Loan 12,694,958 12,694,958 Artemis Loan Lateral (DIP) Total Liabilities 116,317,855 117,382,851 Owners' Equiity Prior Year Organization Costs Retained Earnings (46,760,375) (36,355,413) Total Owners' Equity (46,760,375) (36,355,413) TOTAL LIABILITIES & OWNERS' EQUITY 69,557,480 68,332,481 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 24 of 80 Assets Part 1. Cash and Cash Equivalents Do you own this Type of Type of Property Property? Description Value Office Use Only Cash on Hand Yes 535 Cash In Bank Yes Chase Operating Operating-9010 10,003 Compass Operating Operating-7836 8,448 Chase Payroll Payroll-6580 (5,053) Compas Lockbox Lockbox-0712, 8484, 076 8,661 Other Cash Equiv No-Total Cash 22,594 ties to balance sheet at 3-31 Part 2. Deposits and Prepayments Do you own this Type of Type of Property Property? Description Value Office Use Only Deposits Yes TEP DEPOSIT 6606002895 43,454 TEP DEPOSIT 9720413675 1,167 TEP DEPOSIT 6606002895 43,454 TEP DEPOSIT 9720413675 1,167 TEP DEPOSIT 6606002895 43,454 TEP DEPOSIT 660600289 0 43,454 GV WATER DISTRICT 10/2 5,000 CARDINAL HEALTH DEPOS 4,000 SOUTHWEST GAS 7,365 TEP DEPOSIT (in Other Ass 150,633 SW GAS DEPOSIT (in othe 15,000 Prepaid Maintenance Contracts Yes ABMS SOLUTIONS 270 TELECOR 450 TRIBRIDGE 6,579 CAP (COLLEGE OF PATH) 4,648 APPLIED STATISTICS 4,817 Prepaid Other Yes NFS LEASING 34,935 NFS LEASING 56,705 FACILITY DUDE 1,109 MEDICAL CONSULT 9,167 THYSSENKRUPP 13,966 SOUTHWEST ACCESS & VI 2,686 CERNER CORP 5,925 Total Deposits & Prepaids 493,477 ties to balance sheet at 3-31 Part 3. Accounts Receivable Do you own this Type of Type of Property Property? Description Net Value Office Use Only AR < 90 days Yes 2,080,830 AR > 90 days Yes 1,014,558 Total Net AR 3,095,388 ties to balance sheet at 2-28 Part 4. Investments Do you own this Type of Type of Property Property? Description Value Valuation Method Used Office Use Only Mutual Funds or Stocks No Non Publicly Traded Stock No Government Bonds/Other No Total Investments-Part 5. Inventory Do you own this Type of Date of Last Physical Type of Property Property? Description Value Inventory Count Valuation Method Used Office Use Only Raw Materials No WIP No Finished Goods No Other Inventory or Supplies Yes Medical Supplies 897,472 never had professional co cost/perpetual Other Inventory or Supplies Yes Food and Restaurant Inve 66,663 never had professional co cost/perpetual Other Inventory or Supplies Yes Gift Shop Inventory 5,554 never had professional co cost/perpetual Total Inventory 969,689 ties to balance sheet at 2-28 Part 6. Farming and Fishing-Related Assets Do you own this Type of Type of Property Property? Description Net Value Valuation Method Current Value Office Use Only Crops No Farm Animals No Farm Machinery No Farm and Fishing Supplies No Other Farm and Fishing Related Property No Total Farming and Fishing Related-Part 7. Office Furniture, fixtures, and Equipment; Collectibles Do you own this Type of Type of Property Property? Description Net Value Valuation Method Current Value Office Use Only Office Furniture Yes Included in Equipment Office Fixtures No Office Equipment (includes computers) Yes Included in Equipment Collectibles No Total Office Furniture, Equipment and Collectibles-Part 8. Machinery, Equipment, and Vehicles Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 25 of 80 Do you own this Type of Type of Property Property? Description Net Value Valuation Method Current Value Office Use Only Automobiles, vans, trucks, trailers Aircraft and Accessories Other Machinery, Fixtures, and Equipment Yes All Equipment/See FA Led 11,236,019 Cost basis for Net Value/8,151,275 Total Machinery, Equipment, and Vehicles 11,236,019 8,151,275 Part 9. Real Property Nature or extent of Debtor's Interest in Net Value on Balance Current Value per Description and Location of Property Property Parcel/Address Sheet Valuation Method Property Assessor Office Use Only Land owner see parcel list attached 1,389,244 Cost basis for Net Value/P 558,656 Land Improvements owner 4,288,681 Cost basis for Net Value/Property Tax assessed FCV for Current Value Buildings owner see parcel list attached 26,091,418 Cost basis for Net Value/P 29,055,044 Building Improvement owner 17,515,733 Cost basis for Net Value/Property Tax assessed FCV for Current Value Total Real Property 49,285,076 29,613,700 Is a depreciation schedule available yes Appraised in Last year no Part 10. Intangibles and Intellectual Property Do you own this Type of Type of Property Property? Description Net Value Valuation Method Current Value Office Use Only Patents, Copyrights, trademarks and trade secrets No Internet Domain Names No Licenses and Royalties No Customer Lists or Mailing Lists No Other Intangible or Intellectual Property No Goodwill No Total Intangibles and Intellectual Prop-Part 11. All Other Assets Do you own this Type of Type of Property Property? Description Net Value Valuation Method Current Value Office Use Only Notes Receivable No Tax Refunds and NOL's No Interests in Ins Policies or annuities Yes Due from Insurance 335,828 Contingencies No Trusts No All Other Assets Yes interco with MOB 119,350 Total Other Assets 455,178 TOTAL ASSETS 65,557,421 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 26 of 80 Green Valley Hospital 26 Week Cash Flow Week Beginning 7/1/2017 7/8/2017 7/15/2017 7/22/2017 7/29/2017 Week Ending 7/7/2017 7/14/2017 7/21/2017 7/28/2017 7/31/2017 ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL Week number 27 28 29 30 31 Weeks from cash flow prep date 14 15 16 17 18 Net Revenue Inpatient Outpatient Hospitalist Other revenue Medicare capital reimbursement new Telemedicine new Swing Beds new Wound Care Center Total Net Revenue Inflows from operations AR collections 17 418,619 400,430 526,587 367,978 64,712 Hospitalist back-billing 18-----AR advances 19-----Restaurant income 20 1,849 2,585 2,914 2,206 191 Medicare capital reimbu 21-125,734-125,734-Other income 22 7,128 1,508 54 732-new Telemedicine Income 23-----new Swing Beds 24-----new Wound Care Center 25-----Total inflows 26 427,596 530,256 529,555 496,650 64,903 27 Outflows from operations 28 Accounts Payable 29 Administrative expenses 30 (2,728) (1,491) (1,702) (4,112)-Miscellaneous 31--(916) (153)-Operating expenses 32 (12,198) (12,079) (21,004) (10,892)-Insurance 33 (20,031)--(15,765)-Physicians 34 (255,880) (27,000) (27,000) (27,000)-Taxes 35-(624)---Medical supplies 36 (99,552) (105,576) (112,790) (84,086) (21,000) Professional fees 37 (32,372) (8,622) (48,183) (14,187)-Facilities 38 (32) (1,958) (11,599) (569)-Information technology 39 (9,015) (3,319) (11,095) (8,115)-Bank charges 40--(2,401)--Utilities 41-(4,947) (70,119) (4,655)-Patient refund 42-----AHCCCS Assessment Tax 43-----new Telemedicine 44-(2,511) (5,650)--new Wound Care Center/Gro 45-----Total-Accounts Payable 46 (431,809) (168,127) (312,458) (169,534) (21,000) Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 27 of 80 47 Payroll and Related Items 48 Payroll 49 (367,481) (23,297) (389,606) (27,369)-Contracted labor 50 (19,299) (185,640) (20,176) (55,469)-Payroll-taxes 51-(128,644) (1,220) (130,870)-Employee benefits 52 (129,544) (21,086) (17,511) (118,022)-53 Total-Payroll and Related Items 54 (516,324) (358,667) (428,513) (331,729)-55 Total Outflows 56 (948,133) (526,794) (740,970) (501,263) (21,000) Net Cash Flow from Operations 57 (520,538) 3,462 (211,416) (4,613) 43,903 58 Other non-financing activities 59 Settlements and penalties 60 Past due payments 61-----Medicare overpayment 62---(32,440)-Capital expenditure 63-(16,285)---Critical Vendors & Cure C 64 (10,650)----Net cash flow from Non-financing ac 65 (10,650) (16,285)-(32,440)-66 Financing & Restructuring activities 67 68 Debt service and interest payments 69 Leases 70 (12,053) (34,676)--(17,180) DIP 71-----YAM 72-----SCM 73-----Western 74-----SQN 75-----Artemis 76-----Wound Care-Healogics 77-----Term loan 78-----Debt service and interest payments 79 (12,053) (34,676)--(17,180) 80 Finance inflows 81 Artemis Funding 82-----DIP funding 83-----Term loan funding 84-----Wound Care-Healo 85-----Repayment of Loans Outstanding: 86 DIP Repayment 87-----Artemis-Net Repay 88-----SCM Repayment 89-----SQN Repayment 90-----Med One Financial 91-----YAM-MOB I and II 92-----Western-MOB III 93-----GVMI 94-----Net financing inflows and repaymen 95-----96 Fees and Professionals 97---Lender Structuring F 98-----DIP Loan Exit Fee 99-----Lender's Professiona 100-----Professional Fees (Ca 101----(104,792) Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 28 of 80 Subordination Fees 102---(100,000)-Total Fees & Professionals 103---(100,000) (104,792) 104 105 Net cash flow from Financing & rest 106 (12,053) (34,676)-(100,000) (121,972) 107 108 Net Cash Flow 109 (543,240) (47,499) (211,416) (137,053) (78,070) GL Scrape Check Figure 110 (543,240) (47,499) (211,416) (137,053) (78,070) Cash Balance (Total) 111 Beginning Cash Balance 112 2,577,480 2,034,239 1,986,741 1,775,325 1,638,272 Net Cash Flow from Op 113 (520,538) 3,462 (211,416) (4,613) 43,903 Net cash flow from No 114 (10,650) (16,285)-(32,440)-Net cash flow from Fin 115 (12,053) (34,676)-(100,000) (121,972) DIP Interest Reserve C 116-----Lateral Contingent Reserve-----Ending Cash Balance 117 2,034,239 1,986,741 1,775,325 1,638,272 1,560,202 118 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 29 of 80 System: DETAILED T 4/24/2017 3:16:25 PM Page: 1 User Date: 4/24/2017 User ID: dheer GV HOSPITAL MANAGEMENT, LLC General Ledger Ranges: From: To: Date: 4/1/2017 4/30/2017 Subtotal By: Month Include: Posting Account: 1000-005 1000-005 Sorted By: Department Account: 1000-005 Description: Corporate Cash-ALLIANCE BA Beginning Balance: $0.00 Trx Date Jrnl No. Orig. Audit Trail Distribution Reference Orig. Master Number Orig. Master Name Debit Credit NET Class BK Category 42919 32946 PMPAY00000282 Cash 6/20/17 WIRE AMERISOURCE BERGEN DRUG CORPORATION 21,000.00 (21,000.00) Medical supplies Operating Expenses 42919 32947 PMPAY00000283 Cash JUNE 2017 ACH AETNA FUNDING ADVANTAGE 105,282.14 (105,282.14) Employee benefits Operating Expenses 7/3/2017 32956 PMCHK00000659 Cash 20632 BIODEX MEDICAL SYSTEMS INC 786.00 (786.00) Medical supplies Operating Expenses 7/3/2017 32957 PMCHK00000659 Cash 20633 FISHER HEALTHCARE 2,472.37 (2,472.37) Medical supplies Operating Expenses 7/3/2017 32958 PMCHK00000659 Cash 20634 MEDTRONIC USA 1,518.53 (1,518.53) Medical supplies Operating Expenses 7/3/2017 32973 GLTRX00004853 REST CC 213.31 213.31 Restaurant Income Cash Sales 7/3/2017 32973 GLTRX00004853 POSTAGE 600.00 (600.00) Administrative expenses Operating Expenses 7/3/2017 32973 GLTRX00004853 COMPASS WIRE TO ALLIANCE 9,520.78-7/3/2017 32973 GLTRX00004853 COMPASS WIRE TO ALLIANCE 46,562.24-7/3/2017 32973 GLTRX00004853 COMPASS WIRE TO ALLIANCE 85,183.97-7/3/2017 32973 GLTRX00004853 PR ACCT 2,079.19 (2,079.19) Payroll Operating Expenses 7/3/2017 32973 GLTRX00004853 PR ADP FEES 935.93 (935.93) Professional fees Operating Expenses 7/5/2017 32981 PMCHK00000660 Cash 20635 MISSION LINEN AND UNIFORM SVS 6,902.14 (6,902.14) Operating expenses Operating Expenses 7/5/2017 33022 PMCHK00000661 Cash 20636 ARTHREX INC 2,850.00 (2,850.00) Medical supplies Operating Expenses 7/5/2017 33023 PMCHK00000661 Cash 20637 BIOTRONIK INC 6,950.00 (6,950.00) Medical supplies Operating Expenses 7/5/2017 33024 PMCHK00000661 Cash 20638 MEDLINE INDUSTRIES INC 16,927.44 (16,927.44) Medical supplies Operating Expenses 7/5/2017 33025 PMCHK00000661 Cash 20639 MERIT MEDICAL SYSTEMS INC 215.77 (215.77) Medical supplies Operating Expenses 7/5/2017 33026 PMCHK00000661 Cash 20640 STRYKER ENDOSCOPY 409.89 (409.89) Medical supplies Operating Expenses 7/5/2017 33027 PMCHK00000661 Cash 20641 SHAMROCK FOODS BEVERAGE DEPARTMENT 3,294.97 (3,294.97) Operating expenses Operating Expenses 7/5/2017 33028 PMCHK00000661 Cash 20642 STRYKER ORTHOPAEDICS 5,604.38 (5,604.38) Medical supplies Operating Expenses 7/5/2017 33029 PMCHK00000661 Cash 20643 COOPER SURGICAL INC 309.68 (309.68) Medical supplies Operating Expenses 7/5/2017 33052 GLTRX00004877 REST CC 118.38 118.38 Restaurant Income Cash Sales 7/5/2017 33052 GLTRX00004877 REST CC 242.55 (242.55) Restaurant Income Cash Sales 7/5/2017 33052 GLTRX00004877 REST CC 268.95 268.95 Restaurant Income Cash Sales 7/5/2017 33052 GLTRX00004877 COMPASS WIRE TO ALLIANCE 5,973.08-7/5/2017 33052 GLTRX00004877 COMPASS WIRE TO ALLIANCE 16,510.79-7/5/2017 33052 GLTRX00004877 COMPASS WIRE TO ALLIANCE 40,597.28-7/5/2017 33052 GLTRX00004877 PR ACCT DD 361,798.90 (361,798.90) Payroll Operating Expenses 7/5/2017 33,052 GLTRX00004877 PR 401 K 16,118.11 (16,118.11) Employee benefits Operating Expenses 7/5/2017 33,052 GLTRX00004877 PR GARNISHMENT 2,106.85 (2,106.85) Payroll Operating Expenses 7/5/2017 33,052 GLTRX00004877 PR ADP 401K FEES 935.93 (935.93) Payroll Operating Expenses 7/6/2017 33,080 PMCHK00000662 Cash 20644 ABBOTT LABORATORIES INC/ABBOTT NUTRITION 253.48 (253.48) Medical supplies Operating Expenses 7/6/2017 33,081 PMCHK00000662 Cash 20645 BOSTON SCIENTIFIC CORP 271.00 (271.00) Medical supplies Operating Expenses 7/6/2017 33,082 PMCHK00000662 Cash 20646 MEDTRONIC USA 5,450.00 (5,450.00) Medical supplies Operating Expenses 7/6/2017 33,083 PMCHK00000662 Cash 20647 TERUMO MEDICAL CORPORATION 200.92 (200.92) Medical supplies Operating Expenses 7/6/2017 33,128 GLTRX00004895 REST CC 52.81 52.81 Restaurant Income Cash Sales 7/6/2017 33,128 GLTRX00004895 REST CC 338.30 338.30 Restaurant Income Cash Sales 7/6/2017 33,128 GLTRX00004895 GIFT SHOP CC 94.32 94.32 Other Income Cash Sales 7/6/2017 33,128 GLTRX00004895 COMPASS WIRE TO ALLIANCE 6,833.92-7/6/2017 33,128 GLTRX00004895 COMPASS WIRE TO ALLIANCE 16,896.94-7/6/2017 33,128 GLTRX00004895 COMPASS WIRE TO ALLIANCE 98,792.18-7/6/2017 33,128 GLTRX00004895 PR ACCT 560.25 (560.25) Payroll Operating Expenses 7/7/2017 33,129 PMCHK00000663 Cash 20648 CAREFUSION SOLUTIONS 2200 INC 2,227.50 (2,227.50) Medical supplies Operating Expenses 7/7/2017 33,130 PMCHK00000663 Cash 20649 MIDLAND CREDIT MANAGEMENT INC 160.54 (160.54) Operating expenses Operating Expenses 7/7/2017 33,131 PMCHK00000663 Cash 20650 ABBOTT VASCULAR INC 11,260.08 (11,260.08) Medical supplies Operating Expenses 7/7/2017 33,132 PMCHK00000663 Cash 20651 ADP COMMERICAL LEASING LLC 899.97 (899.97) Professional fees Operating Expenses 7/7/2017 33,133 PMCHK00000663 Cash 20652 AFLAC 9,228.64 (9,228.64) Insurance Operating Expenses 7/7/2017 33,134 PMCHK00000663 Cash 20653 ARIZONA COMMUNITY SURGEONS PC 23,000.00 (23,000.00) Physicians Operating Expenses 7/7/2017 33,135 PMCHK00000663 Cash 20654 BEST WESTERN GREEN VALLEY INN 833.92 (833.92) Administrative expenses Operating Expenses 7/7/2017 33,136 PMCHK00000663 Cash 20655 BIOTRONIK INC 238.00 (238.00) Medical supplies Operating Expenses 7/7/2017 33,137 PMCHK00000663 Cash 20656 BRANDI BRIDE 1,050.00 (1,050.00) Contracted labor Operating Expenses 7/7/2017 33,138 PMCHK00000663 Cash 20657 CARDINAL HEALTH 414,LLC NUCLEAR PHARMACY SER 3,516.61 (3,516.61) Medical supplies Operating Expenses 7/7/2017 33,139 PMCHK00000663 Cash 20658 CERNER CORPORATION 900.00 (900.00) Information technology Operating Expenses 7/7/2017 33,140 PMCHK00000663 Cash 20659 CERNER CORPORATION 8,115.00 (8,115.00) Information technology Operating Expenses 7/7/2017 33,141 PMCHK00000663 Cash 20660 CHASE INK/CARDMEMBER SERVICE 4,839.53 (4,839.53) Medical supplies Operating Expenses 7/7/2017 33,142 PMCHK00000663 Cash 20661 COMPLETE MEDICAL GAS LLC 4,200.00 (4,200.00) Medical supplies Operating Expenses 7/7/2017 33,143 PMCHK00000663 Cash 20662 DR AKASH TAGGARSE 43,160.00 (43,160.00) Physicians Operating Expenses 7/7/2017 33,144 PMCHK00000663 Cash 20663 DR HASSAN SHAFEEQ 5,860.00 (5,860.00) Physicians Operating Expenses 7/7/2017 33,145 PMCHK00000663 Cash 20664 DR JOHN S GRAHAM 7,980.00 (7,980.00) Physicians Operating Expenses 7/7/2017 33,146 PMCHK00000663 Cash 20665 ELITE CARE LLC 628.31 (628.31) Medical supplies Operating Expenses 7/7/2017 33,147 PMCHK00000663 Cash 20666 EMERGENCY SURGICAL SERVICES OF ARIZONA PLLC 36,000.00 (36,000.00) Physicians Operating Expenses 7/7/2017 33,148 PMCHK00000663 Cash 20667 FAVORITE HEALTHCARE STAFFING INC 2,848.11 (2,848.11) Contracted labor Operating Expenses 7/7/2017 33,149 PMCHK00000663 Cash 20668 FOOTHILLS PATHOLOGY PC 14,875.00 (14,875.00) Physicians Operating Expenses 7/7/2017 33,150 PMCHK00000663 Cash 20669 GIBSON'S OFFICE SUPPLY 1,294.02 (1,294.02) Administrative expenses Operating Expenses 7/7/2017 33,151 PMCHK00000663 Cash 20670 GUARDIAN 8,143.30 (8,143.30) Employee benefits Operating Expenses 7/7/2017 33,152 PMCHK00000663 Cash 20671 IMMUCOR INC 61.90 (61.90) Medical supplies Operating Expenses 7/7/2017 33,153 PMCHK00000663 Cash 20672 INN AT SAN IGNACIO 2,500.00 (2,500.00) Contracted labor Operating Expenses 7/7/2017 33,154 PMCHK00000663 Cash 20673 KIRBY FARNSWORTH dba SIMPLY DIRECT HEALTH PL 5,400.00 (5,400.00) Physicians Operating Expenses 7/7/2017 33,155 PMCHK00000663 Cash 20674 M*MODAL SERVICES LTD 11,297.81 (11,297.81) Professional fees Operating Expenses 7/7/2017 33,156 PMCHK00000663 Cash 20675 MDIG-MEDICAL DIAGNOSTIC IMAGING GROUP LTD 100.00 (100.00) Medical supplies Operating Expenses 7/7/2017 33,157 PMCHK00000663 Cash 20676 MED ONE CAPITAL FUNDING LLC 12,052.96 (12,052.96) Leases Operating Expenses 7/7/2017 33,158 PMCHK00000663 Cash 20677 NIMS INC 3,600.00 (3,600.00) Physicians Operating Expenses 7/7/2017 33,159 PMCHK00000663 Cash 20678 PARTNERS HEALTHCARE GROUP LLC 19,238.78 (19,238.78) Professional fees Operating Expenses 7/7/2017 33,160 PMCHK00000663 Cash 20679 PIMA HEART PHYSICIANS PC 28,675.00 (28,675.00) Physicians Operating Expenses 7/7/2017 33,161 PMCHK00000663 Cash 20680 RICHARD SOLAR 1,200.00 (1,200.00) Contracted labor Operating Expenses 7/7/2017 33,162 PMCHK00000663 Cash 20681 RN NETWORK 2,701.00 (2,701.00) Contracted labor Operating Expenses 7/7/2017 33,163 PMCHK00000663 Cash 20682 SOUTHERN ARIZONA ANESTHESIA SERVICES PC 100.00 (100.00) Physicians Operating Expenses 7/7/2017 33,164 PMCHK00000663 Cash 20683 SOUTHERN ARIZONA GASTROENTEROLOGY 18,900.00 (18,900.00) Physicians Operating Expenses 7/7/2017 33,165 PMCHK00000663 Cash 20684 SUN RISE BAKING COMPANY 577.76 (577.76) Operating expenses Operating Expenses 7/7/2017 33,166 PMCHK00000663 Cash 20685 SYSMEX AMERICA INC 1,174.58 (1,174.58) Medical supplies Operating Expenses 7/7/2017 33,167 PMCHK00000663 Cash 20686 TASNEEM M SHAH dba DR TASNEEM SHAH INTERNAL 20,980.00 (20,980.00) Physicians Operating Expenses 7/7/2017 33,168 PMCHK00000663 Cash 20687 THE ALTERNATIVE SOURCE MEDICAL, LLC 145.00 (145.00) Medical supplies Operating Expenses 7/7/2017 33,169 PMCHK00000663 Cash 20688 THE TOLAN GROUP 511.22 (511.22) Medical supplies Operating Expenses 7/7/2017 33,170 PMCHK00000663 Cash 20689 TOP ECHELON CONTRACTING LLC 9,000.00 (9,000.00) Contracted labor Operating Expenses 7/7/2017 33,171 PMCHK00000663 Cash 20690 TUCSON ORTHOPAEDIC INSTITUTE PC 23,000.00 (23,000.00) Physicians Operating Expenses 7/7/2017 33,172 PMCHK00000663 Cash 20691 UNITED PARCEL SERVICE INC 1,263.04 (1,263.04) Operating expenses Operating Expenses 7/7/2017 33,173 PMCHK00000663 Cash 20692 WAINWRIGHT'S INC 32.43 (32.43) Facilities Operating Expenses 7/7/2017 33,174 PMCHK00000663 Cash 20693 ETHICON/JOHNSON & JOHNSON HEALTH CARE SYST 10,000.00 (10,000.00) Critical Vendors & Cure Costs Other Disbursements 7/7/2017 33,175 PMCHK00000663 Cash 20694 MASIMO AMERICAS INC 5,000.00 (5,000.00) Critical Vendors & Cure Costs Other Disbursements 7/7/2017 33176 PMCHK00000663 Cash 20695 BARD MEDICAL DIVISION 10,000.00 (10,000.00) Critical Vendors & Cure Costs Other Disbursements 7/7/2017 33177 PMCHK00000663 Cash 20696 STRYKER ENDOSCOPY 10,000.00 (10,000.00) Critical Vendors & Cure Costs Other Disbursements 7/7/2017 33178 PMCHK00000663 Cash 20697 BERKSHIRE HATHAWAY HOMESTATE COMPANIES 10,802.45 (10,802.45) Insurance Operating Expenses 7/7/2017 33183 PMCHK00000664 Cash 20698 MASIMO AMERICAS INC 3,410.32 (3,410.32) Medical supplies Operating Expenses 7/7/2017 33,184 PMCHK00000664 Cash 20699 MCKESSON MEDICAL SURGICAL INC/POST LABSCO 834.94 (772.38) Medical supplies Operating Expenses (62.56) Medical supplies Operating Expenses 7/7/2017 33,185 PMCHK00000664 Cash 20700 MEDLINE INDUSTRIES INC 1,247.09 (1,247.09) Medical supplies Operating Expenses 7/7/2017 33,201 GLTRX00004906 REST CC 252.24 252.24 Restaurant Income Cash Sales 7/7/2017 33,201 GLTRX00004906 MISC DEP 7033.2 7,033.20 Other Income Cash Sales 7/7/2017 33,201 GLTRX00004906 DEP REST 191.29 191.29 Restaurant Income Cash Sales 7/7/2017 33,201 GLTRX00004906 DEP REST 656.43 656.43 Restaurant Income Cash Sales 7/7/2017 33,201 GLTRX00004906 COMPASS WIRE TO ALLIANCE $7,848.13-7/7/2017 33,201 GLTRX00004906 COMPASS WIRE TO ALLIANCE 18434.56-7/7/2017 33,201 GLTRX00004906 COMPASS WIRE TO ALLIANCE 56986.74-7/7/2017 AR Collections 418618.98 418,618.98 Internal Transfer Transfers In 7/7/2017 Reclass Critical Vendor Coding 20403 FOOTHILLS PATHOLOGY PC 24350 24,350.00 Critical Vendors & Cure Costs Other Disbursements 7/7/2017 Reclass Critical Vendor Coding 20440 FOOTHILLS PATHOLOGY PC 24,350.00 (24,350.00) Physicians Operating Expenses 7/10/2017 33,246 PMCHK00000665 Cash 20701 BIO-RAD LABORATORIES INC 1,731.32 (1,731.32) Medical supplies Operating Expenses 7/10/2017 33,247 PMCHK00000665 Cash 20702 SIEMENS HEALTHCARE DIAGNOSTICS 8,961.20 (8,961.20) Medical supplies Operating Expenses 7/10/2017 33,248 PMCHK00000665 Cash 20703 STERIS CORP 6,328.84 (6,328.84) Medical supplies Operating Expenses 7/10/2017 33,261 GLTRX00004922 REST CC 198.45 198.45 Restaurant Income Cash Sales 7/10/2017 33,261 GLTRX00004922 GIFT SHOP CC 10.58 10.58 Other Income Cash Sales 7/10/2017 33,261 GLTRX00004922 COMPASS WIRE TO ALLIANCE $5,220.34-7/10/2017 33,261 GLTRX00004922 COMPASS WIRE TO ALLIANCE $15,809.71-7/10/2017 33,261 GLTRX00004922 COMPASS WIRE TO ALLIANCE $60,857.70-7/10/2017 33,261 GLTRX00004922 PR ACCT CKS 21,295.77 (21,295.77) Payroll Operating Expenses 7/10/2017 33,261 GLTRX00004922 PR IRS TAX PYMT 128,519.83 (128,519.83) Payroll-Taxes Operating Expenses 7/10/2017 33,261 GLTRX00004922 PR IRS UI TAX PYMT 123.82 (123.82) Payroll-Taxes Operating Expenses 7/11/2017 33,262 PMCHK00000666 Cash 20704 MISSION LINEN AND UNIFORM SVS 6,258.99 (6,258.99) Operating expenses Operating Expenses 7/11/2017 33,277 PMCHK00000667 Cash 20705 FISHER HEALTHCARE 703.82 (703.82) Medical supplies Operating Expenses 7/11/2017 33,278 PMCHK00000667 Cash 20706 MEDLINE INDUSTRIES INC 20,803.19 (20,803.19) Medical supplies Operating Expenses 7/11/2017 33,283 PMCHK00000668 Cash 20707 BOSTON SCIENTIFIC CORP 759.47 (759.47) Medical supplies Operating Expenses 7/11/2017 33,284 PMCHK00000668 Cash 20708 CREATIVE COMMUNICATIONS SALES & RENTALS INC 16,284.59 (16,284.59) Capital Expenditure Capital Expenditures 7/11/2017 33,284 PMCHK00000668 Cash 20708 CREATIVE COMMUNICATIONS SALES & RENTALS INC 930.00 (930.00) Medical supplies Operating Expenses 7/11/2017 33,285 PMCHK00000668 Cash 20709 MEDTRONIC USA 137.28 (137.28) Medical supplies Operating Expenses 7/11/2017 33,287 PMCHK00000669 Cash 20710 EMD MILLIPORE CORP 4,894.07 (4,894.07) Medical supplies Operating Expenses 7/11/2017 33,307 PMCHK00000670 Cash 20711 SHAMROCK FOODS BEVERAGE DEPARTMENT 2,264.40 (2,264.40) Operating expenses Operating Expenses 7/11/2017 33,317 GLTRX00004938 REST CC $63.25 63.25 Restaurant Income Cash Sales 7/11/2017 33,317 GLTRX00004938 REST CC 212.1 212.10 Restaurant Income Cash Sales 7/11/2017 33,317 GLTRX00004938 REST CC 433.61 433.61 Restaurant Income Cash Sales 7/11/2017 33,317 GLTRX00004938 GIFT SHOP CC 17.49 17.49 Other Income Cash Sales 7/11/2017 33,317 GLTRX00004938 COMPASS WIRE TO ALLIANCE 2795.5-7/11/2017 33,317 GLTRX00004938 COMPASS WIRE TO ALLIANCE 35007.35-7/11/2017 33,317 GLTRX00004938 COMPASS WIRE TO ALLIANCE 51678.19-7/11/2017 33,317 GLTRX00004938 PR ACCT 727.19 (727.19) Payroll Operating Expenses 7/12/2017 33,341 PMCHK00000671 Cash 20712 MEDTRONIC USA 274.56 (274.56) Medical supplies Operating Expenses 7/12/2017 33,342 PMCHK00000671 Cash 20713 MERIT MEDICAL SYSTEMS INC 302.28 (302.28) Medical supplies Operating Expenses 7/12/2017 33,343 PMCHK00000671 Cash 20714 GLAXOSMITHKLINE LLC 6,129.04 (6,129.04) Medical supplies Operating Expenses 7/12/2017 33,344 PMCHK00000671 Cash 20715 STRYKER ORTHOPAEDICS 3,021.34 (3,021.34) Medical supplies Operating Expenses 7/12/2017 33,348 PMCHK00000672 Cash 20716 JOE VINCENT FOTE 5,730.39 (5,730.39) Contracted labor Operating Expenses 7/12/2017 33,349 PMCHK00000672 Cash 20717 ABILITY NETWORK INC 1,396.28 (1,396.28) Professional fees Operating Expenses 7/12/2017 33,350 PMCHK00000672 Cash 20718 AIRGAS INC DBA AIRGAS USA LLC 1,279.39 (1,279.39) Facilities Operating Expenses 7/12/2017 33,351 PMCHK00000672 Cash 20719 AMERICAN RED CROSS 4,880.00 (4,880.00) Medical supplies Operating Expenses 7/12/2017 33,352 PMCHK00000672 Cash 20720 ARIZONA DEPARTMENT OF REVENUE 623.80 (623.80) Taxes Operating Expenses 7/12/2017 33,353 PMCHK00000672 Cash 20721 ARIZONA PRN 650.00 (650.00) Contracted labor Operating Expenses 7/12/2017 33,354 PMCHK00000672 Cash 20722 BIOTRONIK INC 1,040.70 (1,040.70) Medical supplies Operating Expenses 7/12/2017 33,355 PMCHK00000672 Cash 20723 BRANDI BRIDE 1,050.00 (1,050.00) Contracted labor Operating Expenses 7/12/2017 33,356 PMCHK00000672 Cash 20724 COX COMMUNICATIONS ARIZONA LLC 1,730.00 (1,730.00) Information technology Operating Expenses 7/12/2017 33,357 PMCHK00000672 Cash 20725 CROSS COUNTRY STAFFING INC 5,135.00 (5,135.00) Contracted labor Operating Expenses 7/12/2017 33,358 PMCHK00000672 Cash 20726 CUSTOM X-RAY SERVICE INC 2,552.10 (2,552.10) Operating expenses Operating Expenses 7/12/2017 33,359 PMCHK00000672 Cash 20727 FAVORITE HEALTHCARE STAFFING INC 3,032.93 (3,032.93) Contracted labor Operating Expenses 7/12/2017 33,360 PMCHK00000672 Cash 20728 FISHER HEALTHCARE 107.75 (107.75) Medical supplies Operating Expenses 7/12/2017 33,361 PMCHK00000672 Cash 20729 GIBSON'S OFFICE SUPPLY 779.16 (779.16) Administrative expenses Operating Expenses 7/12/2017 33,362 PMCHK00000672 Cash 20730 GUARDIAN 7,996.72 (7,996.72) Employee benefits Operating Expenses 7/12/2017 33,363 PMCHK00000672 Cash 20731 HEALTH CARE LOGISTICS INC 88.13 (88.13) Medical supplies Operating Expenses 7/12/2017 33,364 PMCHK00000672 Cash 20732 HEALTH TEMP 1,885.00 (1,885.00) Contracted labor Operating Expenses 7/12/2017 33,365 PMCHK00000672 Cash 20733 RN NETWORK 2,961.50 (2,961.50) Contracted labor Operating Expenses Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 30 of 80 7/12/2017 33,366 PMCHK00000672 Cash 20734 INTOUCH TECHNOLOGIES INC 2,511.39 (2,511.39) Telemedicine Operating Expenses 7/12/2017 33,367 PMCHK00000672 Cash 20735 JM HEALTHCARE SOLUTIONS LLC 39,837.56 (39,837.56) Contracted labor Operating Expenses 7/12/2017 33,368 PMCHK00000672 Cash 20736 LANGBEHN CONSULTANTS GROUP LLC 600.00 (600.00) Professional fees Operating Expenses 7/12/2017 33,369 PMCHK00000672 Cash 20737 MAS-MEDICAL ACCOUNTS SYSTEM LLC 114,887.90 (114,887.90) Contracted labor Operating Expenses 7/12/2017 33,370 PMCHK00000672 Cash 20738 OLYMPUS AMERICA INC/DBA OLYMPUS FINANCIAL 7,389.89 (7,389.89) Leases Operating Expenses 7/12/2017 33,371 PMCHK00000672 Cash 20739 PALO VERDE COMMUNICATIONS 1,589.25 (1,589.25) Information technology Operating Expenses 7/12/2017 33,372 PMCHK00000672 Cash 20740 PATHLAB INC 6,088.97 (6,088.97) Professional fees Operating Expenses 7/12/2017 33,373 PMCHK00000672 Cash 20741 PDC HEALTHCARE 479.82 (479.82) Medical supplies Operating Expenses 7/12/2017 33,374 PMCHK00000672 Cash 20742 RAAKHA 178.71 (178.71) Operating expenses Operating Expenses 7/12/2017 33,375 PMCHK00000672 Cash 20743 RYAN LUCAS CAMPBELL 3,570.00 (3,570.00) Contracted labor Operating Expenses 7/12/2017 33,376 PMCHK00000672 Cash 20744 SOUTHERN ARIZONA ANESTHESIA SERVICES PC 27,000.00 (27,000.00) Physicians Operating Expenses 7/12/2017 33,377 PMCHK00000672 Cash 20745 SOUTHWEST GAS CORP 4,947.03 (4,947.03) Utilities Operating Expenses 7/12/2017 33,378 PMCHK00000672 Cash 20746 SURGICAL SYSTEMS INC 1,800.00 (1,800.00) Medical supplies Operating Expenses 7/12/2017 33,379 PMCHK00000672 Cash 20747 SYSMEX AMERICA INC 1,390.41 (1,390.41) Medical supplies Operating Expenses 7/12/2017 33,380 PMCHK00000672 Cash 20748 TOP ECHELON CONTRACTING LLC 6,900.00 (6,900.00) Contracted labor Operating Expenses 7/12/2017 33,381 PMCHK00000672 Cash 20749 TRE REIMBURSEMENT CONSULTING INC 536.25 (536.25) Professional fees Operating Expenses 7/12/2017 33,382 PMCHK00000672 Cash 20750 TRI-ANIM HEALTH SERVICES INC 483.29 (483.29) Medical supplies Operating Expenses 7/12/2017 33,383 PMCHK00000672 Cash 20751 TUCSON PRESSURE WASHING LLC 825.00 (825.00) Operating expenses Operating Expenses 7/12/2017 33,384 PMCHK00000672 Cash 20752 US BANK EQUIPMENT FINANCE 2,966.43 (2,966.43) Leases Operating Expenses 7/12/2017 33,385 PMCHK00000672 Cash 20753 US POSTAL SERVICE 112.00 (112.00) Administrative expenses Operating Expenses 7/12/2017 33,386 PMCHK00000672 Cash 20754 WAXIE SANITARY SUPPLY 678.68 (678.68) Facilities Operating Expenses 7/12/2017 33,396 GLTRX00004950 REST CC 218.51 218.51 Restaurant Income Cash Sales 7/12/2017 33,396 GLTRX00004950 DEP REST 107.22 107.22 Restaurant Income Cash Sales 7/12/2017 33,396 GLTRX00004950 DEP REST 474.78 474.78 Restaurant Income Cash Sales 7/12/2017 33,396 GLTRX00004950 GIFT SHOP CK DEP $16.00 16.00 Other Income Cash Sales 7/12/2017 33,396 GLTRX00004950 COMPASS WIRE TO ALLIANCE $10,233.94-7/12/2017 33,396 GLTRX00004950 COMPASS WIRE TO ALLIANCE $14,993.63-7/12/2017 33,396 GLTRX00004950 COMPASS WIRE TO ALLIANCE $72,709.50-7/12/2017 33,396 GLTRX00004950 PR ACCT 865.51 (865.51) Payroll Operating Expenses 7/13/2017 33,399 PMCHK00000673 Cash 20755 MEDLINE INDUSTRIES INC 2,697.84 (2,697.84) Medical supplies Operating Expenses 7/13/2017 33400 PMCHK00000673 Cash 20756 OLYMPUS AMERICA INC 844.80 (844.80) Medical supplies Operating Expenses 7/13/2017 33403 PMCHK00000674 Cash 20757 MEDLINE INDUSTRIES INC 2,697.84 (2,697.84) Medical supplies Operating Expenses 7/13/2017 33404 PMCHK00000674 Cash 20758 OLYMPUS AMERICA INC 844.80 (844.80) Medical supplies Operating Expenses 7/13/2017 33414 GLTRX00004956 REST CC 258.01 258.01 Restaurant Income Cash Sales 7/13/2017 33,414 GLTRX00004956 GIFT SHOP CC $110.46 110.46 Other Income Cash Sales 7/13/2017 33,414 GLTRX00004956 COMPASS WIRE TO ALLIANCE $9,741.49-7/13/2017 33,414 GLTRX00004956 COMPASS WIRE TO ALLIANCE $31,366.91-7/13/2017 33,414 GLTRX00004956 COMPASS WIRE TO ALLIANCE 129760.53-7/13/2017 33,414 GLTRX00004956 PR ACCT 408.44 (408.44) Payroll Operating Expenses 7/14/2017 33,421 PMCHK00000675 Cash 20759 STRYKER INSTRUMENTS 1,476.24 (1,476.24) Medical supplies Operating Expenses 7/14/2017 33,422 PMCHK00000675 Cash 20760 IMMUCOR INC 1,253.98 (1,253.98) Medical supplies Operating Expenses 7/14/2017 33,423 PMCHK00000675 Cash 20761 ETHICON/JOHNSON & JOHNSON HEALTH CARE SYST 207.66 (207.66) Medical supplies Operating Expenses 7/14/2017 33,424 PMCHK00000675 Cash 20762 DAVOL INC 2,922.94 (2,922.94) Medical supplies Operating Expenses 7/14/2017 33,425 PMCHK00000675 Cash 20763 STRYKER ORTHOPAEDICS 2,383.35 (2,383.35) Medical supplies Operating Expenses 7/14/2017 33,434 GLTRX00004964 REST CC 230.58 230.58 Restaurant Income Cash Sales 7/14/2017 33,434 GLTRX00004964 MT HOPE WHOLESALE INC 285.8 285.80 Other Income Cash Sales 7/14/2017 33,434 GLTRX00004964 ADP COBRA 1067.7 1,067.70 Other Income Cash Sales 7/14/2017 33,434 GLTRX00004964 DEP REST 388.28 388.28 Restaurant Income Cash Sales 7/14/2017 33,434 GLTRX00004964 POSTAGE 600.00 (600.00) Administrative expenses Operating Expenses 7/14/2017 33,434 GLTRX00004964 COMPASS WIRE TO ALLIANCE $2,533.92-7/14/2017 33,434 GLTRX00004964 COMPASS WIRE TO ALLIANCE $32,517.36-7/14/2017 33,434 GLTRX00004964 COMPASS WIRE TO ALLIANCE 53957.94-7/14/2017 33,222 PMPAY00000285 Cash 7/3/17 WIRE SPLIT GVH MOB 2 LLC 15,000.00 (15,000.00) Leases Operating Expenses 7/14/2017 33,223 PMPAY00000286 Cash 7/3/17 WIRE SPLIT GVH MOB 2 LLC 9,320.08 (9,320.08) Leases Operating Expenses 7/14/2017 33,415 GLREV00004957 PAYFLEX POST IN JUNE SB JULY 7,726.00 (7,726.00) Employee benefits Operating Expenses 7/14/2017 33,271 PMPAY00000287 Cash JUN 2017 6/23 EE ACPAYFLEX/AETNA CONSUMER FINANCIAL SOLUTIONS 5,363.08 (5,363.08) Employee benefits Operating Expenses 7/14/2017 33,221 PMPAY00000284 Cash 6/27/17 WIRE AMERISOURCE BERGEN DRUG CORPORATION 25,000.00 (25,000.00) Medical supplies Operating Expenses 7/14/2017 AR Collections 400429.66 400,429.66 Internal Transfer Transfers In 7/14/2017 Medicare Cap 125734 125,734.00 Internal Transfer Transfers In 7/17/2017 33,439 PMCHK00000676 Cash 20764 STRYKER ENDOSCOPY 1,177.51 (1,177.51) Medical supplies Operating Expenses 7/17/2017 33,440 PMCHK00000676 Cash 20765 MEDTRONIC USA 6,450.00 (6,450.00) Medical supplies Operating Expenses 7/17/2017 33,451 GLTRX00004969 REST CC $180.32 180.32 Restaurant Income Cash Sales 7/17/2017 33,451 GLTRX00004969 GIFT SHOP CC 16.25 16.25 Other Income Cash Sales 7/17/2017 33,451 GLTRX00004969 COMPASS WIRE TO ALLIANCE 6050.57-7/17/2017 33,451 GLTRX00004969 COMPASS WIRE TO ALLIANCE 33870.41-7/17/2017 33,451 GLTRX00004969 COMPASS WIRE TO ALLIANCE 52907.32-7/17/2017 33,451 GLTRX00004969 PR ACCT 3,313.45 (3,313.45) Payroll Operating Expenses 7/18/2017 33,459 PMCHK00000677 Cash 20767 MISSION LINEN AND UNIFORM SVS 6,240.58 (6,240.58) Operating expenses Operating Expenses 7/18/2017 33,460 PMVPY00000137 Cash 20755 MEDLINE INDUSTRIES INC $2,697.84 2,697.84 Medical supplies Operating Expenses 7/18/2017 33,461 PMVPY00000138 Cash 20756 OLYMPUS AMERICA INC $844.80 844.80 Information technology Operating Expenses 7/18/2017 33,470 PMCHK00000678 Cash 20772 STRYKER ORTHOPAEDICS 556.50 (556.50) Medical supplies Operating Expenses 7/18/2017 33,471 PMCHK00000679 Cash 20768 FISHER HEALTHCARE 1,374.44 (1,374.44) Medical supplies Operating Expenses 7/18/2017 33,472 PMCHK00000679 Cash 20769 MEDLINE INDUSTRIES INC 11,385.40 (11,385.40) Medical supplies Operating Expenses 7/18/2017 33,473 PMCHK00000679 Cash 20770 STRYKER INSTRUMENTS 1,612.44 (1,612.44) Medical supplies Operating Expenses 7/18/2017 33,474 PMCHK00000679 Cash 20771 STRYKER ORTHOPAEDICS 3,016.60 (3,016.60) Medical supplies Operating Expenses 7/18/2017 33,475 PMVPY00000139 Cash 20588 GE HEALTHCARE MEDICAL SYS INFORMATION SYSTEM 4169 4,169.00 Medical supplies Operating Expenses 7/18/2017 33,483 GLTRX00004978 REST CC 63.84 63.84 Restaurant Income Cash Sales 7/18/2017 33,483 GLTRX00004978 REST CC 125.58 125.58 Restaurant Income Cash Sales 7/18/2017 33,483 GLTRX00004978 REST CC 183.15 183.15 Restaurant Income Cash Sales 7/18/2017 33,483 GLTRX00004978 COMPASS WIRE TO ALLIANCE 7378.89-7/18/2017 33,483 GLTRX00004978 COMPASS WIRE TO ALLIANCE 34275.93-7/18/2017 33,483 GLTRX00004978 COMPASS WIRE TO ALLIANCE 76221.6-7/18/2017 33,701 PMPAY00000291 Cash 7/18/17 WIRE AMERISOURCE BERGEN DRUG CORPORATION 23,000.00 (23,000.00) Medical supplies Operating Expenses 7/19/2017 33,489 PMCHK00000680 Cash 20773 BARCODES INC 1,634.39 (1,634.39) Information technology Operating Expenses 7/19/2017 33,490 PMCHK00000680 Cash 20774 MCKESSON MEDICAL SURGICAL INC/POST LABSCO 335.42 (335.42) Medical supplies Operating Expenses 7/19/2017 33,491 PMCHK00000680 Cash 20775 MEDI-DOSE INC 333.57 (333.57) Medical supplies Operating Expenses 7/19/2017 33,492 PMCHK00000680 Cash 20776 VOLCANO CORPORATION 1,430.08 (1,430.08) Medical supplies Operating Expenses 7/19/2017 33,493 PMCHK00000680 Cash 20777 SHAMROCK FOODS BEVERAGE DEPARTMENT 3,169.51 (3,169.51) Operating expenses Operating Expenses 7/19/2017 33,510 GLTRX00004984 REST CC 212.49 212.49 Restaurant Income Cash Sales 7/19/2017 33,510 GLTRX00004984 DEP REST 1328.98 1,328.98 Restaurant Income Cash Sales 7/19/2017 33,510 GLTRX00004984 GIFT SHOP CC 5.68 5.68 Other Income Cash Sales 7/19/2017 33,510 GLTRX00004984 COMPASS WIRE TO ALLIANCE 5871.31-7/19/2017 33,510 GLTRX00004984 COMPASS WIRE TO ALLIANCE 61303.22-7/19/2017 33,510 GLTRX00004984 COMPASS WIRE TO ALLIANCE 73401.39-7/19/2017 33,510 GLTRX00004984 PR ACCT DD 378,993.03 (378,993.03) Payroll Operating Expenses 7/19/2017 33,510 GLTRX00004984 PR 401 K 16,906.41 (16,906.41) Employee benefits Operating Expenses 7/19/2017 33,510 GLTRX00004984 PR GARNISHMENT 2,106.84 (2,106.84) Payroll Operating Expenses 7/20/2017 33,574 PMCHK00000681 Cash 20778 BOSTON SCIENTIFIC CORP 1,209.99 (1,209.99) Medical supplies Operating Expenses 7/20/2017 33,575 PMCHK00000681 Cash 20779 FISHER HEALTHCARE 2,738.18 (2,738.18) Medical supplies Operating Expenses 7/20/2017 33,576 PMCHK00000681 Cash 20780 MEDTRONIC USA 274.56 (274.56) Medical supplies Operating Expenses 7/20/2017 33,577 PMCHK00000681 Cash 20781 MERIT MEDICAL SYSTEMS INC 107.50 (107.50) Medical supplies Operating Expenses 7/20/2017 33,578 PMCHK00000681 Cash 20782 OLYMPUS AMERICA INC 89.32 (89.32) Information technology Operating Expenses 7/20/2017 33,579 PMCHK00000681 Cash 20783 TERUMO MEDICAL CORPORATION 828.07 (828.07) Medical supplies Operating Expenses 7/20/2017 33,707 GLTRX00005007 REST CC 202.76 202.76 Restaurant Income Cash Sales 7/20/2017 33,707 GLTRX00005007 GIFT SHOP CC 31.99 31.99 Other Income Cash Sales 7/20/2017 33,707 GLTRX00005007 COMPASS WIRE TO ALLIANCE 11264.26-7/20/2017 33,707 GLTRX00005007 COMPASS WIRE TO ALLIANCE 42320.25-7/20/2017 33,707 GLTRX00005007 COMPASS WIRE TO ALLIANCE 48305.47-7/20/2017 33,707 GLTRX00005007 PR ACCT 2,591.56 (2,591.56) Payroll Operating Expenses 7/20/2017 33,707 GLTRX00005007 PR AZ UI TAX PYMT 1,219.54 (1,219.54) Payroll-Taxes Operating Expenses 7/21/2017 33,588 PMCHK00000682 Cash 20784 EDWARDS LIFESCIENCES LLC 2,126.89 (2,126.89) Medical supplies Operating Expenses 7/21/2017 33,589 PMCHK00000682 Cash 20785 STRYKER INSTRUMENTS 1,160.00 (1,160.00) Medical supplies Operating Expenses 7/21/2017 33,596 PMCHK00000683 Cash 20786 AAF INTERNATIONAL 747.32 (747.32) Operating expenses Operating Expenses 7/21/2017 33,597 PMCHK00000683 Cash 20787 ABBOTT VASCULAR INC 1,933.55 (1,933.55) Medical supplies Operating Expenses 7/21/2017 33,598 PMCHK00000683 Cash 20788 ACUTECARE TELEMEDICINE LLC 5,650.00 (5,650.00) Telemedicine Operating Expenses 7/21/2017 33599 PMCHK00000683 Cash 20789 ADP, LLC 2,067.94 (2,067.94) Professional fees Operating Expenses 7/21/2017 33600 PMCHK00000683 Cash 20790 AIRGAS INC DBA AIRGAS USA LLC 3,038.62 (3,038.62) Facilities Operating Expenses 7/21/2017 33601 PMCHK00000683 Cash 20791 AMERICAN RED CROSS 7,248.00 (7,248.00) Medical supplies Operating Expenses 7/21/2017 33602 PMCHK00000683 Cash 20792 BANNER HEALTH/ENTECH 4,600.83 (4,600.83) Facilities Operating Expenses 7/21/2017 33603 PMCHK00000683 Cash $20,793.00 BELIMED INC 319.14 (319.14) Medical supplies Operating Expenses 7/21/2017 33,604 PMCHK00000683 Cash 20794 BIO-RAD LABORATORIES INC 116.62 (116.62) Medical supplies Operating Expenses 7/21/2017 33,605 PMCHK00000683 Cash 20795 BIOTRONIK INC 11.50 (11.50) Medical supplies Operating Expenses 7/21/2017 33,606 PMCHK00000683 Cash 20796 CARDINAL HEALTH 414,LLC NUCLEAR PHARMACY SER 1,835.26 (1,835.26) Medical supplies Operating Expenses 7/21/2017 33,607 PMCHK00000683 Cash 20797 CENTURY LINK LLC 410.66 (410.66) Utilities Operating Expenses 7/21/2017 33,608 PMCHK00000683 Cash 20798 CERNER CORPORATION 471.20 (471.20) Information technology Operating Expenses 7/21/2017 33,609 PMCHK00000683 Cash 20799 CERNER CORPORATION 8,115.00 (8,115.00) Information technology Operating Expenses 7/21/2017 33,610 PMCHK00000683 Cash 20800 CHULA VISTA LANDSCAPING INC 1,750.00 (1,750.00) Facilities Operating Expenses 7/21/2017 33,611 PMCHK00000683 Cash 20801 COX COMMUNICATIONS ARIZONA LLC 1,019.10 (1,019.10) Information technology Operating Expenses 7/21/2017 33,612 PMCHK00000683 Cash 20802 CYRACOM LLC 56.31 (56.31) Professional fees Operating Expenses 7/21/2017 33,613 PMCHK00000683 Cash 20803 EMPIRE SOUTHWEST LLC 1,653.30 (1,653.30) Facilities Operating Expenses 7/21/2017 33,614 PMCHK00000683 Cash 20804 FAVORITE HEALTHCARE STAFFING INC 5,587.72 (5,587.72) Contracted labor Operating Expenses 7/21/2017 33,615 PMCHK00000683 Cash 20805 GENZYME CORP-A SANOFI COMPANY 2,909.24 (2,909.24) Medical supplies Operating Expenses 7/21/2017 33,616 PMCHK00000683 Cash 20806 GIBSON'S OFFICE SUPPLY 597.53 (597.53) Administrative expenses Operating Expenses 7/21/2017 33,617 PMCHK00000683 Cash 20807 GREEN VALLEY NEWS AND SUN LLC 67.20 (67.20) Operating expenses Operating Expenses 7/21/2017 33,618 PMCHK00000683 Cash 20808 GREEN VALLEY TRUE VALUE 1503-2 55.91 (55.91) Facilities Operating Expenses 7/21/2017 33,619 PMCHK00000683 Cash 20809 GREEN VALLEY WATER DISTRICT 1,793.16 (1,793.16) Utilities Operating Expenses 7/21/2017 33,620 PMCHK00000683 Cash 20810 HEALTH TEMP 4,160.00 (4,160.00) Contracted labor Operating Expenses 7/21/2017 33,621 PMCHK00000683 Cash 20811 HOLOGIC (MA) LLC 160.72 (160.72) Medical supplies Operating Expenses 7/21/2017 33,622 PMCHK00000683 Cash 20812 INTELLICORP RECORDS INC 882.80 (882.80) Administrative expenses Operating Expenses 7/21/2017 33,623 PMCHK00000683 Cash 20813 IRON MOUNTAIN INC 610.82 (610.82) Information technology Operating Expenses 7/21/2017 33,624 PMCHK00000683 Cash 20814 LOOMIS ARMORED US LLC 221.70 (221.70) Administrative expenses Operating Expenses 7/21/2017 33,625 PMCHK00000683 Cash 20815 M*MODAL SERVICES LTD 1,396.36 (1,396.36) Professional fees Operating Expenses 7/21/2017 33,626 PMCHK00000683 Cash 20816 nTHRIVE INC 5,950.84 (5,950.84) Professional fees Operating Expenses 7/21/2017 33,627 PMCHK00000683 Cash 20817 PAYFLEX/AETNA CONSUMER FINANCIAL SOLUTIONS 604.80 (604.80) Employee benefits Operating Expenses 7/21/2017 33,628 PMCHK00000683 Cash 20818 PHOENIX METRO ACUTES/FRESENIUS MEDICAL CAR 3,090.00 (3,090.00) Contracted labor Operating Expenses 7/21/2017 33,629 PMCHK00000683 Cash 20819 RN NETWORK 3,138.50 (3,138.50) Contracted labor Operating Expenses 7/21/2017 33,630 PMCHK00000683 Cash 20820 SALT WORKS 207.03 (207.03) Facilities Operating Expenses 7/21/2017 33,631 PMCHK00000683 Cash 20821 SONORA QUEST LABORATORIES LLC 9,973.11 (9,973.11) Operating expenses Operating Expenses 7/21/2017 33,632 PMCHK00000683 Cash 20822 SOUTHERN ARIZONA ANESTHESIA SERVICES PC 27,000.00 (27,000.00) Physicians Operating Expenses 7/21/2017 33,633 PMCHK00000683 Cash 20823 STRYKER ENDOSCOPY 5.65 (5.65) Medical supplies Operating Expenses 7/21/2017 33,634 PMCHK00000683 Cash 20824 TITAN HEALTH MANAGEMENT SOLUTIONS INC 5,061.09 (5,061.09) Professional fees Operating Expenses 7/21/2017 33,635 PMCHK00000683 Cash 20825 TOP ECHELON CONTRACTING LLC 4,200.00 (4,200.00) Contracted labor Operating Expenses 7/21/2017 33,636 PMCHK00000683 Cash 20826 TUCSON ELECTRIC POWER 67,491.36 (67,491.36) Utilities Operating Expenses 7/21/2017 33,637 PMCHK00000683 Cash 20827 UNITED BEVERAGE GAS 8.15 (8.15) Operating expenses Operating Expenses 7/21/2017 33,638 PMCHK00000683 Cash 20828 UNITED PARCEL SERVICE INC 798.36 (798.36) Operating expenses Operating Expenses 7/21/2017 33,639 PMCHK00000683 Cash 20829 WASTE MANAGEMENT PHOENIX COLLECTIONS 423.62 (423.62) Utilities Operating Expenses 7/21/2017 33,640 PMCHK00000683 Cash 20830 WAXIE SANITARY SUPPLY 292.81 (292.81) Facilities Operating Expenses 7/21/2017 33,641 PMCHK00000683 Cash 20831 EDWARDS, LARGAY, MIHAYLO & CO PLC 20,000.00 (20,000.00) Professional fees Operating Expenses 7/21/2017 33,642 PMCHK00000683 Cash 20832 OFFICE OF THE U.S. TRUSTEE 13,650.00 (13,650.00) Professional fees Operating Expenses 7/21/2017 33,708 GLTRX00005007 REST CC $272.13 272.13 Restaurant Income Cash Sales 7/21/2017 33,708 GLTRX00005007 DEP REST $344.59 344.59 Restaurant Income Cash Sales 7/21/2017 33,708 GLTRX00005007 COMPASS WIRE TO ALLIANCE 53371.3-7/21/2017 33,708 GLTRX00005007 COMPASS WIRE TO ALLIANCE $22,936.85-7/21/2017 33,708 GLTRX00005007 COMPASS WIRE TO ALLIANCE $1,759.87-Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 31 of 80 7/21/2017 33,708 GLTRX00005007 PR ACCT 2,600.73 (2,600.73) Payroll Operating Expenses 7/21/2017 33,708 GLTRX00005007 ALLIANCE PR ANALYSIS 915.85 (915.85) Miscellaneous Operating Expenses 7/21/2017 AR Collections 526586.9 526,586.90 Internal Transfer Transfers In 7/21/2017 33,699 PMPAY00000289 Cash 7/3/17 WIRE AMERISOURCE BERGEN DRUG CORPORATION 21,000.00 (21,000.00) Medical supplies Operating Expenses 7/21/2017 33,700 PMPAY00000290 Cash 7/11/17 WIRE AMERISOURCE BERGEN DRUG CORPORATION 25,000.00 (25,000.00) Medical supplies Operating Expenses 7/24/2017 33,741 GLTRX00005015 REST CC 206.45 206.45 Restaurant Income Cash Sales 7/24/2017 33,741 GLTRX00005015 GIFT SHOP CC 56.72 56.72 Other Income Cash Sales 7/24/2017 33,741 GLTRX00005015 POSTAGE 600.00 (600.00) Administrative expenses Operating Expenses 7/24/2017 33,741 GLTRX00005015 COMPASS WIRE TO ALLIANCE 2735.13-7/24/2017 33,741 GLTRX00005015 COMPASS WIRE TO ALLIANCE 6521.47-7/24/2017 33,741 GLTRX00005015 COMPASS WIRE TO ALLIANCE 56239.54-7/24/2017 33,741 GLTRX00005015 PR ACCT 22,363.74 (22,363.74) Payroll Operating Expenses 7/24/2017 33,741 GLTRX00005015 PR IRS TAX PYMT 130,726.04 (130,726.04) Payroll-Taxes Operating Expenses 7/24/2017 33,741 GLTRX00005015 PR IRS UI TAX PYMT 143.48 (143.48) Payroll-Taxes Operating Expenses 7/25/2017 33,742 PMCHK00000684 Cash 20833 MISSION LINEN AND UNIFORM SVS 6,679.42 (6,679.42) Operating expenses Operating Expenses 7/25/2017 33,750 PMCHK00000685 Cash 20834 MEDLINE INDUSTRIES INC 12,492.66 (12,492.66) Medical supplies Operating Expenses 7/25/2017 33,751 PMCHK00000685 Cash 20835 SIEMENS HEALTHCARE DIAGNOSTICS 3,704.96 (3,704.96) Medical supplies Operating Expenses 7/25/2017 33,752 PMCHK00000685 Cash 20836 SURGICAL INSTRUMENT SERVICE COMPANY 126.00 (126.00) Medical supplies Operating Expenses 7/25/2017 33,753 PMCHK00000685 Cash 20837 VALLEY SURGICAL INC 1,017.00 (1,017.00) Medical supplies Operating Expenses 7/25/2017 33,754 PMCHK00000685 Cash 20838 STRYKER INSTRUMENTS 528.58 (528.58) Medical supplies Operating Expenses 7/25/2017 33,755 PMCHK00000685 Cash 20839 COOK MEDICAL LLC 134.24 (134.24) Medical supplies Operating Expenses 7/25/2017 33,756 PMCHK00000685 Cash 20840 MCKESSON MEDICAL SURGICAL INC/POST LABSCO 415.70 (415.70) Medical supplies Operating Expenses 7/25/2017 33,766 GLTRX00005022 REST CC 84.15 84.15 Restaurant Income Cash Sales 7/25/2017 33,766 GLTRX00005022 REST CC 95.89 95.89 Restaurant Income Cash Sales 7/25/2017 33,766 GLTRX00005022 REST CC 326.92 326.92 Restaurant Income Cash Sales 7/25/2017 33,766 GLTRX00005022 GIFT SHOP CC 2.17 2.17 Other Income Cash Sales 7/25/2017 33,766 GLTRX00005022 COMPASS WIRE TO ALLIANCE 7019.43-7/25/2017 33,766 GLTRX00005022 COMPASS WIRE TO ALLIANCE 31003.45-7/25/2017 33,766 GLTRX00005022 COMPASS WIRE TO ALLIANCE 51949.01-7/25/2017 33,766 GLTRX00005022 PR ACCT 1,935.34 (1,935.34) Payroll Operating Expenses 7/25/2017 33,766 GLTRX00005022 NAVITAS CC FEE 161.75 (161.75) Administrative expenses Operating Expenses 7/26/2017 33,805 PMCHK00000686 Cash 20841 STRYKER ORTHOPAEDICS 3,447.22 (3,447.22) Medical supplies Operating Expenses 7/26/2017 33,806 PMCHK00000686 Cash 20842 SHAMROCK FOODS BEVERAGE DEPARTMENT 3,358.75 (3,358.75) Operating expenses Operating Expenses 7/26/2017 33,819 GLTRX00005033 REST CC 176.28 176.28 Restaurant Income Cash Sales 7/26/2017 33,819 GLTRX00005033 MISC DEPOSIT 634.32 634.32 Other Income Cash Sales 7/26/2017 33,819 GLTRX00005033 DEP REST 186.23 186.23 Restaurant Income Cash Sales 7/26/2017 33,819 GLTRX00005033 DEP REST 170.73 170.73 Restaurant Income Cash Sales 7/26/2017 33,819 GLTRX00005033 GIFT SHOP CC 16.25 16.25 Other Income Cash Sales 7/26/2017 33,819 GLTRX00005033 COMPASS WIRE TO ALLIANCE 7808.63-7/26/2017 33,819 GLTRX00005033 COMPASS WIRE TO ALLIANCE 32012.37-7/26/2017 33,819 GLTRX00005033 COMPASS WIRE TO ALLIANCE 37552.85-7/26/2017 33,819 GLTRX00005033 PR ACCT 2,325.27 (2,325.27) Payroll Operating Expenses 7/27/2017 33,847 PMCHK00000687 Cash 20843 BIOTRONIK INC 6,850.00 (6,850.00) Medical supplies Operating Expenses 7/27/2017 33,848 PMCHK00000687 Cash 20844 STRYKER ORTHOPAEDICS 1,630.67 (1,630.67) Medical supplies Operating Expenses 7/27/2017 33,849 PMCHK00000687 Cash 20845 ZOLL MEDICAL CORPORATION 1,150.12 (1,150.12) Medical supplies Operating Expenses 7/27/2017 33,855 GLTRX00005043 REST CC $259.37 259.37 Restaurant Income Cash Sales 7/27/2017 33,855 GLTRX00005043 GIFT SHOP CC $22.65 22.65 Other Income Cash Sales 7/27/2017 33,855 GLTRX00005043 COMPASS WIRE TO ALLIANCE $3,596.81-7/27/2017 33855 GLTRX00005043 COMPASS WIRE TO ALLIANCE 18,119.98-7/27/2017 33855 GLTRX00005043 COMPASS WIRE TO ALLIANCE 152,750.29-7/28/2017 33856 GLTRX00005045 07-03 WIRE TO GVMII PYMT 3 100,000.00 (100,000.00) Subordination fees Other Professional Fees 7/28/2017 33862 PMCHK00000688 Cash 20846 ABBOTT VASCULAR INC 169.76 (169.76) Medical supplies Operating Expenses 7/28/2017 33863 PMCHK00000688 Cash 20847 ADP, LLC 5,579.06 (5,579.06) Professional fees Operating Expenses 7/28/2017 33864 PMCHK00000688 Cash 20848 AFLAC 9,228.64 (9,228.64) Insurance Operating Expenses 7/28/2017 33865 PMCHK00000688 Cash 20849 BEST WESTERN GREEN VALLEY INN 416.96 (416.96) Administrative expenses Operating Expenses 7/28/2017 33866 PMCHK00000688 Cash 20850 BILLS HOME SERVICE 153.00 (153.00) Miscellaneous Operating Expenses 7/28/2017 33867 PMCHK00000688 Cash 20851 BRANDI BRIDE 850.00 (850.00) Contracted labor Operating Expenses 7/28/2017 33868 PMCHK00000688 Cash 20852 CARDINAL HEALTH 414,LLC NUCLEAR PHARMACY SER 1,713.21 (1,713.21) Medical supplies Operating Expenses 7/28/2017 33,869 PMCHK00000688 Cash 20853 CENTURY LINK LLC 139.20 (139.20) Utilities Operating Expenses 7/28/2017 33,870 PMCHK00000688 Cash 20854 CERNER CORPORATION 8,115.00 (8,115.00) Information technology Operating Expenses 7/28/2017 33,871 PMCHK00000688 Cash 20855 CITY OF TUCSON/WASTEWATER DEPARTMENT 3,552.64 (3,552.64) Utilities Operating Expenses 7/28/2017 33,872 PMCHK00000688 Cash 20856 CROSS COUNTRY STAFFING INC 6,004.75 (6,004.75) Contracted labor Operating Expenses 7/28/2017 33,873 PMCHK00000688 Cash 20857 DISCOVER AND RECOVER INC/KIM SWANSON 5,975.61 (5,975.61) Professional fees Operating Expenses 7/28/2017 33,874 PMCHK00000688 Cash 20858 FAVORITE HEALTHCARE STAFFING INC 4,897.08 (4,897.08) Contracted labor Operating Expenses 7/28/2017 33,875 PMCHK00000688 Cash 20859 FIRST INSURANCE FUNDING CORP 6,536.80 (6,536.80) Insurance Operating Expenses 7/28/2017 33,876 PMCHK00000688 Cash 20860 FP MAILING SOLUTIONS 89.12 (89.12) Administrative expenses Operating Expenses 7/28/2017 33,877 PMCHK00000688 Cash 20861 GIBSON'S OFFICE SUPPLY 447.84 (447.84) Administrative expenses Operating Expenses 7/28/2017 33,878 PMCHK00000688 Cash 20862 GREEN VALLEY RECREATION INC 379.00 (379.00) Operating expenses Operating Expenses 7/28/2017 33,879 PMCHK00000688 Cash 20863 HEALTH TEMP 1,783.00 (1,783.00) Contracted labor Operating Expenses 7/28/2017 33,880 PMCHK00000688 Cash 20864 HEALTHSTREAM INC 2,123.27 (2,123.27) Administrative expenses Operating Expenses 7/28/2017 33,881 PMCHK00000688 Cash 20865 KAZAL FIRE PROTECTION INC 275.00 (275.00) Facilities Operating Expenses 7/28/2017 33,882 PMCHK00000688 Cash 20866 LANGBEHN CONSULTANTS GROUP LLC 900.00 (900.00) Professional fees Operating Expenses 7/28/2017 33,883 PMCHK00000688 Cash 20867 MERIT MEDICAL SYSTEMS INC 35.07 (35.07) Medical supplies Operating Expenses 7/28/2017 33,884 PMCHK00000688 Cash 20868 METLIFE GROUP BENEFITS 2,381.80 (2,381.80) Employee benefits Operating Expenses 7/28/2017 33,885 PMCHK00000688 Cash 20869 NORIDIAN HEALTHCARE SOLUTIONS LLC 32,440.48 (32,440.48) Medicare overpayment Other Disbursements 7/28/2017 33,886 PMCHK00000688 Cash 20870 PERSHING YOAKLEY & ASSOCIATES PC 562.50 (562.50) Professional fees Operating Expenses 7/28/2017 33,887 PMCHK00000688 Cash 20871 RN NETWORK 2,664.00 (2,664.00) Contracted labor Operating Expenses 7/28/2017 33,888 PMCHK00000688 Cash 20872 RYAN LUCAS CAMPBELL 2,210.00 (2,210.00) Contracted labor Operating Expenses 7/28/2017 33,889 PMCHK00000688 Cash 20873 SOUTHERN ARIZONA ANESTHESIA SERVICES PC 27,000.00 (27,000.00) Physicians Operating Expenses 7/28/2017 33,890 PMCHK00000688 Cash 20874 STRYKER ENDOSCOPY 4.60 (4.60) Medical supplies Operating Expenses 7/28/2017 33,891 PMCHK00000688 Cash 20875 TODD ASSOCIATES INC 8,200.00 (8,200.00) Medical supplies Operating Expenses 7/28/2017 33,892 PMCHK00000688 Cash 20876 TOP ECHELON CONTRACTING LLC 6,675.00 (6,675.00) Contracted labor Operating Expenses 7/28/2017 33,893 PMCHK00000688 Cash 20877 TRE REIMBURSEMENT CONSULTING INC 1,170.00 (1,170.00) Professional fees Operating Expenses 7/28/2017 33,894 PMCHK00000688 Cash 20878 TRI-ANIM HEALTH SERVICES INC 967.58 (967.58) Medical supplies Operating Expenses 7/28/2017 33,895 PMCHK00000688 Cash 20879 TROY GROUP INC 272.72 (272.72) Administrative expenses Operating Expenses 7/28/2017 33,896 PMCHK00000688 Cash 20880 UHS-UNIVERSAL HEALTH SERVICES 1,449.49 (1,449.49) Medical supplies Operating Expenses 7/28/2017 33,897 PMCHK00000688 Cash 20881 UNITED PARCEL SERVICE INC 474.78 (474.78) Operating expenses Operating Expenses 7/28/2017 33,898 PMCHK00000688 Cash 20882 WASTE MANAGEMENT OF ARIZONA TUCSON HAULING 963.44 (963.44) Utilities Operating Expenses 7/28/2017 33,899 PMCHK00000688 Cash 20883 WAXIE SANITARY SUPPLY 294.16 (294.16) Facilities Operating Expenses 7/28/2017 33,900 PMCHK00000688 Cash 20884 FOOTHILLS PATHOLOGY PC 10,000.00 (10,000.00) Medical supplies Operating Expenses 7/28/2017 33901 PMCHK00000688 Cash 20885 JOE VINCENT FOTE 7,993.95 (7,993.95) Contracted labor Operating Expenses 7/28/2017 33902 PMCHK00000688 Cash 20886 MAS-MEDICAL ACCOUNTS SYSTEM LLC 22,390.85 (22,390.85) Contracted labor Operating Expenses 7/28/2017 33,903 PMCHK00000688 Cash 20887 TERUMO MEDICAL CORPORATION 448.80 (448.80) Medical supplies Operating Expenses 42944 33904 PMCHK00000688 Cash 20888 BIOTRONIK INC 12,600.00 (12,600.00) Medical supplies Operating Expenses 42944 33924 GLTRX00005053 REST CC 304.24 304.24 Restaurant Income Cash Sales 42944 33924 GLTRX00005053 DEP REST 396.22 396.22 Restaurant Income Cash Sales 42944 33924 GLTRX00005053 COMPASS WIRE TO ALLIANCE 5,839.99-42944 33924 GLTRX00005053 COMPASS WIRE TO ALLIANCE 27,468.36-42944 33924 GLTRX00005053 COMPASS WIRE TO ALLIANCE 34,381.22-42944 33924 GLTRX00005053 PR ACCT 744.68 (744.68) Payroll Operating Expenses 42944 33924 GLTRX00005053 PR ADP 401K FEES 950.33 (950.33) Employee benefits Operating Expenses 42944 Medicare Cap 125,734.00 125,734.00 Internal Transfer Transfers In 42944 AR Collections 367,977.79 367,977.79 Internal Transfer Transfers In 7/28/2017 33,796 PMPAY00000292 Cash JULY 2017 7/7 EE AC PAYFLEX/AETNA CONSUMER FINANCIAL SOLUTIONS 6,096.08 (6,096.08) Employee benefits Operating Expenses 7/28/2017 33,796 42935 OUTGOING WIRE BNF ARFC;REF;WIRE/OUT-20172000072800 17,000.00 (17,000.00) Medical supplies Operating Expenses 7/28/2017 33,796 42944 MIDDLETOWN SAMP AETNA OUR REFERENCE/REF/AFA DRAWDOWN 29500 102,537.31 (102,537.31) Employee benefits Operating Expenses 7/31/2017 34,198 PMPAY00000294 Cash 7/25/17 WIRE AMERISOURCE BERGEN DRUG CORPORATION 21,000.00 (21,000.00) Medical supplies Operating Expenses 7/31/2017 33,944 PMCHK00000689 Cash 20889 FORRESTER & WORTH PLLC 91,742.30 (91,742.30) Professional Fees (Case Costs) Other Professional Fees 7/31/2017 33,945 PMCHK00000689 Cash 20890 MESCH, CLARK & ROTHSCHILD PC 13,049.87 (13,049.87) Professional Fees (Case Costs) Other Professional Fees 7/31/2017 33,946 PMCHK00000689 Cash 20891 NFS LEASING INC 17,180.10 (17,180.10) Leases Operating Expenses 7/31/2017 33,959 GLTRX00005059 REST CC 190.59 190.59 Restaurant Income Cash Sales 7/31/2017 33,959 GLTRX00005059 COMPASS WIRE TO ALLIANCE 26,445.72-7/31/2017 33,959 GLTRX00005059 COMPASS WIRE TO ALLIANCE 28,244.75-7/31/2017 33,959 GLTRX00005059 COMPASS WIRE TO ALLIANCE 76,974.13-7/31/2017 AR Collections 64,712.05 64,712.05 Internal Transfer Transfers In 7/25/2017 34,201 PMPAY00000296 Cash JUL 2017 7/21 EE AC PAYFLEX/AETNA CONSUMER FINANCIAL SOLUTIONS 6,056.08 (6,056.08) Employee benefits Operating Expenses Activity (1,014,939.25) Unposted PM Activity 156,645.22 posted in prior month GL Error-Unposted BNK Activity Payroll Reversal-Subtotal (858,294.03) Lock Box Cash in AR Collections 48,206.22 Subtotal (810,087.81) Most Recent GL Download (810,861.04) Variance 773.23 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 32 of 80 DETAILED TRIAL BALANCE FOR System: 2017 3/24/2017 8:08:35 AM Page: 1 User Date: 3/24/2017 User ID: dheer Green Valley Hospital General Ledger Ranges: From: To: Date: 1/1/2017 3/31/2017 Subtotal By: No Subtotals Include: Posting Account: 1000-001 1000-001 Sorted By: Department Account: 1000-001 Description: Cash Checking Chase Beginning Balance: $471,977.57 Trx Date Month Jrnl No. Orig. Audit Trail Distribution Reference blank Orig. Master Number Orig. Master Name blank2 Debit Credit Net Class Class 7/1/2017 July 32,883 GLTRX00004838 Cash $3,725.55 $3,725.55 Internal Transfers In 7/1/2017 July 32,942 GLTRX00004844 CASH CERNER $3,725.55 (3,725.55) Internal Transfers In 7/2/2017 July 32,884 GLTRX00004839 Cash $700.00 700.00 Internal Transfers In 7/2/2017 July 32,943 GLTRX00004844 CASH CERNER $700.00 (700.00) Internal Transfers In 7/3/2017 July 32,959 GLTRX00004849 Cash $150,599.16 150,599.16 Internal Transfers In 7/3/2017 July 32,959 GLTRX00004849 Cash $11,217.72 (11,217.72) Internal Transfers In 7/3/2017 July 32,973 GLTRX00004853 CASH CERNER $150,599.16 (150,599.16) Internal Transfers In 7/3/2017 July 32,973 GLTRX00004853 CASH CERNER $11,217.72 11,217.72 Internal Transfers In 7/4/2017 July 32,976 GLTRX00004855 Cash $4,178.42 4,178.42 Internal Transfers In 7/4/2017 July 32,984 GLTRX00004861 CASH CERNER $4,178.42 (4,178.42) Internal Transfers In 7/5/2017 July 33,033 GLTRX00004872 Cash $104,281.79 104,281.79 Internal Transfers In 7/5/2017 July 33,033 GLTRX00004872 Cash $30,648.78 (30,648.78) Internal Transfers In 7/5/2017 July 33,052 GLTRX00004877 CASH CERNER $104,281.79 (104,281.79) Internal Transfers In 7/5/2017 July 33,052 GLTRX00004877 CASH CERNER $30,648.78 30,648.78 Internal Transfers In 7/6/2017 July 33,110 GLTRX00004891 Cash $183,553.72 183,553.72 Internal Transfers In 7/6/2017 July 33,110 GLTRX00004891 Cash $57,963.93 (57,963.93) Internal Transfers In 7/6/2017 July 33,128 GLTRX00004895 CASH CERNER $183,553.72 (183,553.72) Internal Transfers In 7/6/2017 July 33,128 GLTRX00004895 CASH CERNER $57,963.93 57,963.93 Internal Transfers In 7/7/2017 July 33,195 GLTRX00004900 Cash $94,836.36 94,836.36 Internal Transfers In 7/7/2017 July 33,195 GLTRX00004900 Cash $25,080.59 (25,080.59) Internal Transfers In 7/7/2017 July 33,201 GLTRX00004906 CASH CERNER $94,836.36 (94,836.36) Internal Transfers In 7/7/2017 July 33,201 GLTRX00004906 CASH CERNER $25,080.59 25,080.59 Internal Transfers In 7/8/2017 July 33,196 GLTRX00004901 Cash $955.00 955.00 Internal Transfers In 7/8/2017 July 33,202 GLTRX00004906 CASH CERNER $955.00 (955.00) Internal Transfers In 7/9/2017 July 33,200 GLTRX00004902 Cash $700.00 700.00 Internal Transfers In 7/9/2017 July 33,203 GLTRX00004906 CASH CERNER $700.00 (700.00) Internal Transfers In 7/10/2017 July 33,252 GLTRX00004918 Cash $118,101.30 118,101.30 Internal Transfers In 7/10/2017 July 33,252 GLTRX00004918 Cash $36,735.90 (36,735.90) Internal Transfers In 7/10/2017 July 33,261 GLTRX00004922 CASH CERNER $118,101.30 (118,101.30) Internal Transfers In 7/10/2017 July 33,261 GLTRX00004922 CASH CERNER $36,735.90 36,735.90 Internal Transfers In 7/11/2017 July 33,316 GLTRX00004936 Cash $99,964.26 99,964.26 Internal Transfers In 7/11/2017 July 33,316 GLTRX00004936 Cash $6,962.59 (6,962.59) Internal Transfers In 7/11/2017 July 33,317 GLTRX00004938 CASH CERNER $99,964.26 (99,964.26) Internal Transfers In 7/11/2017 July 33,317 GLTRX00004938 CASH CERNER $6,962.59 6,962.59 Internal Transfers In 7/12/2017 July 33,395 GLTRX00004948 Cash $99,214.34 99,214.34 Internal Transfers In 7/12/2017 July 33,395 GLTRX00004948 Cash $13,049.38 (13,049.38) Internal Transfers In 7/12/2017 July 33,396 GLTRX00004950 CASH CERNER $99,214.34 (99,214.34) Internal Transfers In 7/12/2017 July 33,396 GLTRX00004950 CASH CERNER $13,049.38 13,049.38 Internal Transfers In 7/13/2017 July 33,406 GLTRX00004953 Cash $50,373.68 50,373.68 Internal Transfers In 7/13/2017 July 33,406 GLTRX00004953 Cash $6,080.55 (6,080.55) Internal Transfers In 7/13/2017 July 33,414 GLTRX00004956 CASH CERNER $50,373.68 (50,373.68) Internal Transfers In 7/13/2017 July 33,414 GLTRX00004956 CASH CERNER $6,080.55 6,080.55 Internal Transfers In 7/14/2017 July 33,431 GLTRX00004959 Cash $100,390.62 100,390.62 Internal Transfers In 7/14/2017 July 33,431 GLTRX00004959 Cash $5,871.12 (5,871.12) Internal Transfers In 7/14/2017 July 33,434 GLTRX00004964 CASH CERNER $100,390.62 (100,390.62) Internal Transfers In 7/14/2017 July 33,434 GLTRX00004964 CASH CERNER $5,871.12 5,871.12 Internal Transfers In 7/15/2017 July 33,432 GLTRX00004960 Cash $495.00 495.00 Internal Transfers In 7/15/2017 July 33,435 GLTRX00004964 CASH CERNER $495.00 (495.00) Internal Transfers In 7/16/2017 July 33,433 GLTRX00004961 Cash $590.00 590.00 Internal Transfers In 7/16/2017 July 33,436 GLTRX00004964 CASH CERNER $590.00 (590.00) Internal Transfers In 7/17/2017 July 33,441 GLTRX00004967 Cash $101,552.52 101,552.52 Internal Transfers In 7/17/2017 July 33,441 GLTRX00004967 Cash $8,560.59 (8,560.59) Internal Transfers In 7/17/2017 July 33,451 GLTRX00004969 CASH CERNER $101,552.52 (101,552.52) Internal Transfers In 7/17/2017 July 33,451 GLTRX00004969 CASH CERNER $8,560.59 8,560.59 Internal Transfers In 7/18/2017 July 33,482 GLTRX00004976 Cash $121,330.41 121,330.41 Internal Transfers In 7/18/2017 July 33,482 GLTRX00004976 Cash $6,210.12 (6,210.12) Internal Transfers In 7/18/2017 July 33,483 GLTRX00004978 CASH CERNER $121,330.41 (121,330.41) Internal Transfers In 7/18/2017 July 33,483 GLTRX00004978 CASH CERNER $6,210.12 6,210.12 Internal Transfers In 7/19/2017 July 33,509 GLTRX00004997 Cash $142,602.95 142,602.95 Internal Transfers In 7/19/2017 July 33,509 GLTRX00004997 Cash $3,318.22 (3,318.22) Internal Transfers In 7/19/2017 July 33,510 GLTRX00004984 CASH CERNER $142,602.95 (142,602.95) Internal Transfers In 7/19/2017 July 33,510 GLTRX00004984 CASH CERNER $3,318.22 3,318.22 Internal Transfers In 7/20/2017 July 33,585 GLTRX00004998 Cash $108,018.59 108,018.59 Internal Transfers In 7/20/2017 July 33,585 GLTRX00004998 Cash $13,086.89 (13,086.89) Internal Transfers In 7/20/2017 July 33,707 GLTRX00005007 CASH CERNER $108,018.59 (108,018.59) Internal Transfers In 7/20/2017 July 33,707 GLTRX00005007 CASH CERNER $13,086.89 13,086.89 Internal Transfers In 7/21/2017 July 33,651 GLTRX00004999 Cash $86,514.12 86,514.12 Internal Transfers In 7/21/2017 July 33,651 GLTRX00004999 Cash $7,356.06 (7,356.06) Internal Transfers In 7/21/2017 July 33,708 GLTRX00005007 CASH CERNER $86,514.12 (86,514.12) Internal Transfers In 7/21/2017 July 33,708 GLTRX00005007 CASH CERNER $7,356.06 7,356.06 Internal Transfers In 7/22/2017 July 33,652 GLTRX00005000 Cash $4,100.19 4,100.19 Internal Transfers In 7/22/2017 July 33,709 GLTRX00005008 CASH CERNER $4,100.19 (4,100.19) Internal Transfers In 7/23/2017 July 33,706 GLTRX00005001 Cash $1,000.00 1,000.00 Internal Transfers In 7/23/2017 July 33,710 GLTRX00005008 CASH CERNER $1,000.00 (1,000.00) Internal Transfers In 7/24/2017 July 33,739 GLTRX00005013 Cash $91,644.95 $91,644.95 Internal Transfers In 7/24/2017 July 33,739 GLTRX00005013 Cash $7,087.51 (7,087.51) Internal Transfers In 7/24/2017 July 33,741 GLTRX00005015 CASH CERNER $91,644.95 (91,644.95) Internal Transfers In 7/24/2017 July 33,741 GLTRX00005015 CASH CERNER $7,087.51 7,087.51 Internal Transfers In 7/25/2017 July 33,765 GLTRX00005019 Cash $96,916.26 96,916.26 Internal Transfers In 7/25/2017 July 33,765 GLTRX00005019 Cash $6,959.12 (6,959.12) Internal Transfers In 7/25/2017 July 33,766 GLTRX00005022 CASH CERNER $96,916.26 (96,916.26) Internal Transfers In 7/25/2017 July 33,766 GLTRX00005022 CASH CERNER $6,959.12 6,959.12 Internal Transfers In 7/26/2017 July 33,818 GLTRX00005028 Cash $99,681.52 99,681.52 Internal Transfers In 7/26/2017 July 33,818 GLTRX00005028 Cash $34,670.49 (34,670.49) Internal Transfers In 7/26/2017 July 33,819 GLTRX00005033 CASH CERNER $99,681.52 (99,681.52) Internal Transfers In 7/26/2017 July 33,819 GLTRX00005033 CASH CERNER $34,670.49 34,670.49 Internal Transfers In 7/27/2017 July 33,854 GLTRX00005040 Cash $89,404.91 89,404.91 Internal Transfers In 7/27/2017 July 33,854 GLTRX00005040 Cash $27,537.17 (27,537.17) Internal Transfers In 7/27/2017 July 33,855 GLTRX00005043 CASH CERNER $89,404.91 (89,404.91) Internal Transfers In 7/27/2017 July 33,855 GLTRX00005043 CASH CERNER $27,537.17 27,537.17 Internal Transfers In 7/28/2017 July 33,905 GLTRX00005049 Cash $66,896.43 66,896.43 Internal Transfers In 7/28/2017 July 33,905 GLTRX00005049 Cash $2,822.02 (2,822.02) Internal Transfers In 7/28/2017 July 33,924 GLTRX00005053 CASH CERNER $66,896.43 (66,896.43) Internal Transfers In 7/28/2017 July 33,924 GLTRX00005053 CASH CERNER $2,822.02 2,822.02 Internal Transfers In 7/29/2017 July 33,922 GLTRX00005050 Cash $2,285.03 2,285.03 Internal Transfers In 7/29/2017 July 33,925 GLTRX00005053 CASH CERNER $2,285.03 (2,285.03) Internal Transfers In 7/30/2017 July 33,923 GLTRX00005051 Cash $225.00 225.00 Internal Transfers In 7/30/2017 July 33,926 GLTRX00005053 CASH CERNER $225.00 (225.00) Internal Transfers In 7/31/2017 July 33,947 GLTRX00005057 Cash $110,128.22 110,128.22 Internal Transfers In 7/31/2017 July 33,947 GLTRX00005057 Cash $4,416.17 (4,416.17) Internal Transfers In 7/31/2017 July 33,959 GLTRX00005059 CASH CERNER $110,128.22 (110,128.22) Internal Transfers In 7/31/2017 July 33,959 GLTRX00005059 CASH CERNER $45,416.17 $45,416.17 Internal Transfers In 7/31/2017 July 34,280 GLTRX00005137 CASH CERNER $45,416.17 (45,416.17) Internal Transfers In 7/31/2017 July 34,280 GLTRX00005137 CASH CERNER $4,416.17 4,416.17 Internal Transfers In 7/31/2017 July 34,283 FATRX00000078 07-17 FA $5,486.00 5,486.00 Internal Transfers In 7/31/2017 July 34,313 GLTRX00005146 FA RETIREMENT SOLD 10336 $5,486.00 (5,486.00) Internal Transfers In 7/31/2017 July 34,314 GLTRX00005147 FA RETIREMENT SOLD 10336 $5,486.00 5,486.00 Internal Transfers In 7/31/2017 July 34,315 GLTRX00005147 FA RETIREMENT SOLD 10336 $5,486.00 (5,486.00) Internal Transfers In 7/17/2017 July 33,451 GLTRX00004969 COMPASS OP ANALYSIS SERV CHG $2,400.65 (2,400.65) Bank Ch Operating Expenses Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 33 of 80 7/1/2017 32,942 GLTRX00004844 CASH CERNER 3725.55 3,725.55 AR Collections Accounts Receivable 7/2/2017 32,943 GLTRX00004844 CASH CERNER $700.00 700.00 AR Collections Accounts Receivable 7/3/2017 32,973 GLTRX00004853 CASH CERNER 150599.16 150,599.16 AR Collections Accounts Receivable 7/3/2017 32,973 GLTRX00004853 CASH CERNER 11217.72 (11,217.72) AR Collections Accounts Receivable 7/3/2017 32,973 GLTRX00004853 COMPASS WIRE TO ALLIANCE $9,520.78 (9,520.78) Transfers out Transfers out 7/3/2017 32,973 GLTRX00004853 COMPASS WIRE TO ALLIANCE $46,562.24 (46,562.24) Transfers out Transfers out 7/3/2017 32,973 GLTRX00004853 COMPASS WIRE TO ALLIANCE 85183.97 (85,183.97) Transfers out Transfers out 7/4/2017 32,984 GLTRX00004861 CASH CERNER 4178.42 4,178.42 AR Collections Accounts Receivable 7/5/2017 33,052 GLTRX00004877 CASH CERNER $104,281.79 104,281.79 AR Collections Accounts Receivable 7/5/2017 33,052 GLTRX00004877 CASH CERNER $30,648.78 (30,648.78) AR Collections Accounts Receivable 7/5/2017 33,052 GLTRX00004877 COMPASS WIRE TO ALLIANCE 5973.08 (5,973.08) Transfers out Transfers out 7/5/2017 33,052 GLTRX00004877 COMPASS WIRE TO ALLIANCE $16,510.79 (16,510.79) Transfers out Transfers out 7/5/2017 33,052 GLTRX00004877 COMPASS WIRE TO ALLIANCE 40597.28 (40,597.28) Transfers out Transfers out 7/6/2017 33,128 GLTRX00004895 CASH CERNER 183553.72 183,553.72 AR Collections Accounts Receivable 7/6/2017 33,128 GLTRX00004895 CASH CERNER $57,963.93 (57,963.93) AR Collections Accounts Receivable 7/6/2017 33,128 GLTRX00004895 COMPASS WIRE TO ALLIANCE 6833.92 (6,833.92) Transfers out Transfers out 7/6/2017 33,128 GLTRX00004895 COMPASS WIRE TO ALLIANCE $16,896.94 (16,896.94) Transfers out Transfers out 7/6/2017 33,128 GLTRX00004895 COMPASS WIRE TO ALLIANCE $98,792.18 (98,792.18) Transfers out Transfers out 7/7/2017 33,201 GLTRX00004906 CASH CERNER 94836.36 94,836.36 AR Collections Accounts Receivable 7/7/2017 33,201 GLTRX00004906 CASH CERNER $25,080.59 (25,080.59) AR Collections Accounts Receivable 7/7/2017 33,201 GLTRX00004906 COMPASS WIRE TO ALLIANCE 7848.13 (7,848.13) Transfers out Transfers out 7/7/2017 33,201 GLTRX00004906 COMPASS WIRE TO ALLIANCE $18,434.56 (18,434.56) Transfers out Transfers out 7/7/2017 33,201 GLTRX00004906 COMPASS WIRE TO ALLIANCE $56,986.74 (56,986.74) Transfers out Transfers out 7/7/2017 33,961 GLTRX00005060 COMPASS WIRE TO ALLIANCE CORR 0.02 0.02 Transfers out Transfers out 7/8/2017 33,202 GLTRX00004906 CASH CERNER 955 955.00 AR Collections Accounts Receivable 7/9/2017 33,203 GLTRX00004906 CASH CERNER $700.00 700.00 AR Collections Accounts Receivable 7/10/2017 33,261 GLTRX00004922 CASH CERNER 118101.3 118,101.30 AR Collections Accounts Receivable 7/10/2017 33,261 GLTRX00004922 CASH CERNER $36,735.90 (36,735.90) AR Collections Accounts Receivable 7/10/2017 33,261 GLTRX00004922 COMPASS WIRE TO ALLIANCE $5,220.34 (5,220.34) Transfers out Transfers out 7/10/2017 33,261 GLTRX00004922 COMPASS WIRE TO ALLIANCE $15,809.71 (15,809.71) Transfers out Transfers out 7/10/2017 33,261 GLTRX00004922 COMPASS WIRE TO ALLIANCE 60857.7 (60,857.70) Transfers out Transfers out 7/11/2017 33,317 GLTRX00004938 CASH CERNER $99,964.26 99,964.26 AR Collections Accounts Receivable 7/11/2017 33,317 GLTRX00004938 CASH CERNER 6962.59 (6,962.59) AR Collections Accounts Receivable 7/11/2017 33,317 GLTRX00004938 COMPASS WIRE TO ALLIANCE $2,795.50 (2,795.50) Transfers out Transfers out 7/11/2017 33,317 GLTRX00004938 COMPASS WIRE TO ALLIANCE $35,007.35 (35,007.35) Transfers out Transfers out 7/11/2017 33,317 GLTRX00004938 COMPASS WIRE TO ALLIANCE $51,678.19 (51,678.19) Transfers out Transfers out 7/12/2017 33,396 GLTRX00004950 CASH CERNER 99214.34 99,214.34 AR Collections Accounts Receivable 7/12/2017 33,396 GLTRX00004950 CASH CERNER 13049.38 (13,049.38) AR Collections Accounts Receivable 7/12/2017 33,396 GLTRX00004950 MEDICARE CAPITAL PYMT 125734 125,734.00 Medicare Capital Reimbursement Accounts Receivable 7/12/2017 33,396 GLTRX00004950 COMPASS WIRE TO ALLIANCE $10,233.94 (10,233.94) Transfers out Transfers out 7/12/2017 33,396 GLTRX00004950 COMPASS WIRE TO ALLIANCE $14,993.63 (14,993.63) Transfers out Transfers out 7/12/2017 33,396 GLTRX00004950 COMPASS WIRE TO ALLIANCE $72,709.50 (72,709.50) Transfers out Transfers out 7/13/2017 33,414 GLTRX00004956 CASH CERNER $50,373.68 50,373.68 AR Collections Accounts Receivable 7/13/2017 33,414 GLTRX00004956 CASH CERNER $6,080.55 (6,080.55) AR Collections Accounts Receivable 7/13/2017 33,414 GLTRX00004956 COMPASS WIRE TO ALLIANCE 9741.49 (9,741.49) Transfers out Transfers out 7/13/2017 33,414 GLTRX00004956 COMPASS WIRE TO ALLIANCE $31,366.91 (31,366.91) Transfers out Transfers out 7/13/2017 33,414 GLTRX00004956 COMPASS WIRE TO ALLIANCE $129,760.53 (129,760.53) Transfers out Transfers out 7/14/2017 33,434 GLTRX00004964 CASH CERNER 100390.62 100,390.62 AR Collections Accounts Receivable 7/14/2017 33,434 GLTRX00004964 CASH CERNER 5871.12 (5,871.12) AR Collections Accounts Receivable 7/14/2017 33,434 GLTRX00004964 COMPASS WIRE TO ALLIANCE $2,533.92 (2,533.92) Transfers out Transfers out 7/14/2017 33,434 GLTRX00004964 COMPASS WIRE TO ALLIANCE $32,517.36 (32,517.36) Transfers out Transfers out 7/14/2017 33,434 GLTRX00004964 COMPASS WIRE TO ALLIANCE $53,957.94 (53,957.94) Transfers out Transfers out 7/15/2017 33,435 GLTRX00004964 CASH CERNER 495 495.00 AR Collections Accounts Receivable 7/16/2017 33,436 GLTRX00004964 CASH CERNER $590.00 590.00 AR Collections Accounts Receivable 7/17/2017 33,451 GLTRX00004969 CASH CERNER 101552.52 101,552.52 AR Collections Accounts Receivable 7/17/2017 33,451 GLTRX00004969 CASH CERNER $8,560.59 (8,560.59) AR Collections Accounts Receivable 7/17/2017 33,451 GLTRX00004969 COMPASS WIRE TO ALLIANCE $6,050.57 (6,050.57) Transfers out Transfers out 7/17/2017 33,451 GLTRX00004969 COMPASS WIRE TO ALLIANCE $33,870.41 (33,870.41) Transfers out Transfers out 7/17/2017 33,451 GLTRX00004969 COMPASS WIRE TO ALLIANCE 52907.32 (52,907.32) Transfers out Transfers out 7/18/2017 33,483 GLTRX00004978 CASH CERNER $121,330.41 121,330.41 AR Collections Accounts Receivable 7/18/2017 33,483 GLTRX00004978 CASH CERNER 6210.12 (6,210.12) AR Collections Accounts Receivable 7/18/2017 33,483 GLTRX00004978 COMPASS WIRE TO ALLIANCE $7,378.89 (7,378.89) Transfers out Transfers out 7/18/2017 33,483 GLTRX00004978 COMPASS WIRE TO ALLIANCE $34,275.93 (34,275.93) Transfers out Transfers out 7/18/2017 33,483 GLTRX00004978 COMPASS WIRE TO ALLIANCE $76,221.60 (76,221.60) Transfers out Transfers out 7/19/2017 33,510 GLTRX00004984 CASH CERNER 142602.95 142,602.95 AR Collections Accounts Receivable 7/19/2017 33,510 GLTRX00004984 CASH CERNER 3318.22 (3,318.22) AR Collections Accounts Receivable 7/19/2017 33,510 GLTRX00004984 COMPASS WIRE TO ALLIANCE $5,871.31 (5,871.31) Transfers out Transfers out 7/19/2017 33,510 GLTRX00004984 COMPASS WIRE TO ALLIANCE $61,303.22 (61,303.22) Transfers out Transfers out 7/19/2017 33,510 GLTRX00004984 COMPASS WIRE TO ALLIANCE $73,401.39 (73,401.39) Transfers out Transfers out 7/20/2017 33,707 GLTRX00005007 CASH CERNER 108018.59 108,018.59 AR Collections Accounts Receivable 7/20/2017 33,707 GLTRX00005007 CASH CERNER 13086.89 (13,086.89) AR Collections Accounts Receivable 7/20/2017 33,707 GLTRX00005007 COMPASS WIRE TO ALLIANCE $11,264.26 (11,264.26) Transfers out Transfers out 7/20/2017 33,707 GLTRX00005007 COMPASS WIRE TO ALLIANCE $42,320.25 (42,320.25) Transfers out Transfers out 7/20/2017 33,707 GLTRX00005007 COMPASS WIRE TO ALLIANCE $48,305.47 (48,305.47) Transfers out Transfers out 7/21/2017 33,708 GLTRX00005007 CASH CERNER 86514.12 86,514.12 AR Collections Accounts Receivable 7/21/2017 33,708 GLTRX00005007 CASH CERNER 7356.06 (7,356.06) AR Collections Accounts Receivable 7/21/2017 33,708 GLTRX00005007 COMPASS WIRE TO ALLIANCE $53,371.30 (53,371.30) Transfers out Transfers out 7/21/2017 33,708 GLTRX00005007 COMPASS WIRE TO ALLIANCE $22,936.85 (22,936.85) Transfers out Transfers out 7/21/2017 33,708 GLTRX00005007 COMPASS WIRE TO ALLIANCE $1,759.87 (1,759.87) Transfers out Transfers out 7/22/2017 33,709 GLTRX00005008 CASH CERNER 4100.19 4,100.19 AR Collections Accounts Receivable 7/23/2017 33,710 GLTRX00005008 CASH CERNER $1,000.00 1,000.00 AR Collections Accounts Receivable 7/24/2017 33,741 GLTRX00005015 CASH CERNER 91644.95 91,644.95 AR Collections Accounts Receivable 7/24/2017 33,741 GLTRX00005015 CASH CERNER $7,087.51 (7,087.51) AR Collections Accounts Receivable 7/24/2017 33,741 GLTRX00005015 COMPASS WIRE TO ALLIANCE $2,735.13 (2,735.13) Transfers out Transfers out 7/24/2017 33,741 GLTRX00005015 COMPASS WIRE TO ALLIANCE $6,521.47 (6,521.47) Transfers out Transfers out 7/24/2017 33,741 GLTRX00005015 COMPASS WIRE TO ALLIANCE 56239.54 (56,239.54) Transfers out Transfers out 7/25/2017 33,766 GLTRX00005022 CASH CERNER $96,916.26 96,916.26 AR Collections Accounts Receivable 7/25/2017 33,766 GLTRX00005022 CASH CERNER $6,959.12 (6,959.12) AR Collections Accounts Receivable 7/25/2017 33,766 GLTRX00005022 COMPASS WIRE TO ALLIANCE 7019.43 (7,019.43) Transfers out Transfers out 7/25/2017 33,766 GLTRX00005022 COMPASS WIRE TO ALLIANCE $31,003.45 (31,003.45) Transfers out Transfers out 7/25/2017 33,766 GLTRX00005022 COMPASS WIRE TO ALLIANCE $51,949.01 (51,949.01) Transfers out Transfers out 7/26/2017 33,819 GLTRX00005033 CASH CERNER $99,681.52 99,681.52 AR Collections Accounts Receivable 7/26/2017 33,819 GLTRX00005033 CASH CERNER $34,670.49 (34,670.49) AR Collections Accounts Receivable 7/26/2017 33,819 GLTRX00005033 MEDICARE CAPITAL PYMT 125734 125,734.00 Medicare Capital Reimbursement Accounts Receivable 7/26/2017 33,819 GLTRX00005033 COMPASS WIRE TO ALLIANCE $7,808.63 (7,808.63) Transfers out Transfers out 7/26/2017 33,819 GLTRX00005033 COMPASS WIRE TO ALLIANCE $32,012.37 (32,012.37) Transfers out Transfers out 7/26/2017 33,819 GLTRX00005033 COMPASS WIRE TO ALLIANCE $37,552.85 (37,552.85) Transfers out Transfers out 7/27/2017 33,855 GLTRX00005043 CASH CERNER $89,404.91 89,404.91 AR Collections Accounts Receivable 7/27/2017 33,855 GLTRX00005043 CASH CERNER 27537.17 (27,537.17) AR Collections Accounts Receivable 7/27/2017 33,855 GLTRX00005043 COMPASS WIRE TO ALLIANCE $3,596.81 (3,596.81) Transfers out Transfers out 7/27/2017 33,855 GLTRX00005043 COMPASS WIRE TO ALLIANCE $18,119.98 (18,119.98) Transfers out Transfers out 7/27/2017 33,855 GLTRX00005043 COMPASS WIRE TO ALLIANCE $152,750.29 (152,750.29) Transfers out Transfers out 7/28/2017 33,924 GLTRX00005053 CASH CERNER 66896.43 66,896.43 AR Collections Accounts Receivable 7/28/2017 33,924 GLTRX00005053 CASH CERNER $2,822.02 (2,822.02) AR Collections Accounts Receivable 7/28/2017 33,924 GLTRX00005053 COMPASS WIRE TO ALLIANCE 5839.99 (5,839.99) Transfers out Transfers out Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 34 of 80 7/28/2017 33,924 GLTRX00005053 COMPASS WIRE TO ALLIANCE 27468.36 (27,468.36) Transfers out Transfers out 7/28/2017 33,924 GLTRX00005053 COMPASS WIRE TO ALLIANCE 34381.22 (34,381.22) Transfers out Transfers out 7/29/2017 33,925 GLTRX00005053 CASH CERNER 2285.03 2,285.03 AR Collections Accounts Receivable 7/30/2017 33,926 GLTRX00005053 CASH CERNER 225 225.00 AR Collections Accounts Receivable 7/31/2017 33,959 GLTRX00005059 CASH CERNER 110128.22 110,128.22 AR Collections Accounts Receivable 7/31/2017 33,959 GLTRX00005059 CASH CERNER $45,416.17 (45,416.17) AR Collections Accounts Receivable 7/31/2017 33,959 GLTRX00005059 COMPASS WIRE TO ALLIANCE 26445.72 (26,445.72) Transfers out Transfers out 7/31/2017 33,959 GLTRX00005059 COMPASS WIRE TO ALLIANCE $28,244.75 (28,244.75) Transfers out Transfers out 7/31/2017 33,959 GLTRX00005059 COMPASS WIRE TO ALLIANCE $76,974.13 (76,974.13) Transfers out Transfers out 7/31/2017 33,962 GLTRX00005061 07-18-17 SELFPAY SERV TRANS $18.84 (18.84) Transfers out Transfers out 7/31/2017 33,962 GLTRX00005061 07-13-17 COMM RTN CHG BACK $754.40 (754.40) Transfers out Transfers out 7/31/2017 33,962 GLTRX00005061 07-17 BANK RECON ADJUSTMENT $0.01 0.01 Transfers out Transfers out 7/31/2017 34,280 GLTRX0000513CASH CERNER $45,416.17 $45,416.17 AR Collections Accounts Receivable 7/31/2017 34,280 GLTRX0000513CASH CERNER $4,416.17 ($4,416.17) AR Collections Accounts Receivable Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 35 of 80 7/3/2017 32,973 GLTRX00004853 PR ACCT 2,079.19 2,079.19 7/5/2017 33,052 GLTRX00004877 PR ACCT DD 361,798.90 361,798.90 7/5/2017 33,052 GLTRX00004877 PR 401 K 16,118.11 16,118.11 7/5/2017 33,052 GLTRX00004877 PR GARNISHMENT 2,106.85 2,106.85 7/6/2017 33,128 GLTRX00004895 PR ACCT 560.25 560.25 7/7/2017 34,037 GLTRX00005081 401K$ 14,412.43 (14,412.43) 7/7/2017 34,037 GLTRX00005081 Adjustment Manuals V 2,369.63 (2,369.63) 7/7/2017 34,037 GLTRX00005081 ADP 401K LOAN 615.28 (615.28) 7/7/2017 34,037 GLTRX00005081 ADP Wage Garnishment 2,106.85 (2,106.85) 7/7/2017 34,037 GLTRX00005081 Direct Deposits 361,798.90 (361,798.90) 7/7/2017 34,037 GLTRX00005081 LIVE CHECKS 14,663.61 (14,663.61) 7/7/2017 34,037 GLTRX00005081 Payroll Taxes 143,337.46 (143,337.46) 7/7/2017 34,037 GLTRX00005081 ROTH$ 1,090.40 (1,090.40) 7/10/2017 33,261 GLTRX00004922 PR ACCT CKS 6,601.97 6,601.97 7/10/2017 33,261 GLTRX00004922 PR IRS TAX PYMT 128,519.83 128,519.83 7/10/2017 33,261 GLTRX00004922 PR IRS UI TAX PYMT 123.82 123.82 7/10/2017 33,261 GLTRX00004922 PR AZ UI TAX PYMT 1,052.43 1,052.43 7/10/2017 33,261 GLTRX00004922 PR AZ DEPT OF REV 13,641.37 13,641.37 7/11/2017 33,317 GLTRX00004938 PR ACCT 727.19 727.19 7/12/2017 33,396 GLTRX00004950 PR ACCT 865.51 865.51 7/13/2017 33,414 GLTRX00004956 PR ACCT 408.44 408.44 7/17/2017 33,451 GLTRX00004969 PR ACCT 3,313.45 3,313.45 7/19/2017 33,510 GLTRX00004984 PR ACCT DD 378,993.03 378,993.03 7/19/2017 33,510 GLTRX00004984 PR 401 K 16,906.41 16,906.41 7/19/2017 33,510 GLTRX00004984 PR GARNISHMENT 2,106.84 2,106.84 7/20/2017 33,707 GLTRX00005007 PR ACCT 2,591.56 2,591.56 7/20/2017 33,707 GLTRX00005007 PR AZ UI TAX PYMT 1,219.54 1,219.54 7/21/2017 33,708 GLTRX00005007 PR ACCT 2,456.77 2,456.77 7/21/2017 34,038 GLTRX00005082 401K$ 14,946.34 (14,946.34) 7/21/2017 34,038 GLTRX00005082 Adjustment Manuals V 2,373.91 (2,373.91) 7/21/2017 34,038 GLTRX00005082 ADP 401K LOAN 615.28 (615.28) 7/21/2017 34,038 GLTRX00005082 ADP Wage Garnishment 2,106.84 (2,106.84) 7/21/2017 34,038 GLTRX00005082 Direct Deposits 378,993.03 (378,993.03) 7/21/2017 34,038 GLTRX00005082 LIVE CHECKS 15,154.90 (15,154.90) 7/21/2017 34,038 GLTRX00005082 Payroll Taxes 145,826.09 (145,826.09) 7/21/2017 34,038 GLTRX00005082 ROTH$ 1,344.79 (1,344.79) 7/24/2017 33,741 GLTRX00005015 PR ACCT 8,626.72 8,626.72 7/24/2017 33,741 GLTRX00005015 PR STATE TAX 13,737.02 13,737.02 7/24/2017 33,741 GLTRX00005015 PR IRS TAX PYMT 130,726.04 130,726.04 7/24/2017 33,741 GLTRX00005015 PR IRS UI TAX PYMT 143.48 143.48 7/25/2017 33,766 GLTRX00005022 PR ACCT 1,935.34 1,935.34 7/26/2017 33,819 GLTRX00005033 PR ACCT 2,325.27 2,325.27 7/28/2017 33,924 GLTRX00005053 PR ACCT 744.68 744.68 7/31/2017 34,234 GLTRX00005121 07-03-GARNISHMENT 72.94 72.94 7/31/2017 34,234 GLTRX00005121 ROUNDING 0.02 0.02 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 36 of 80 Green Valley Hospital Contractual & BD Calculations July 31, 2017 Primary FC 1-30 31-60 61-90 91-120 121-150 151-180 181-210 211-240 241-270 271-300 301-330 331-365 366+ DNFB In-house Grand Total ZBA C/A% Add'l Adj EOM Accrual Medicare 1,182,755 574,617 69,787 59,519 77,082 16,908 47,437 109,023 30,308-238 4,268 10,296 19,780 1,201,407 306,434 3,709,383-73.14%-2.00%-2,787,088 Medicare HMO 918,192 594,920 170,939 43,591 80,633 37,041 83,300 80,129 15,600 20,861 4,431 29,868 93,467 965,856 25,180 3,164,008-69.84%-2.00%-2,272,977 Commercial Insurance 511,040 316,573 139,390 38,424 128,298 61,109 94,736 29,652 27,188 5,176 10,747 19,408 54,588 501,928 12,372 1,950,629-70.95%-2.00%-1,423,066 Medicaid 506,295 178,275 51,745 71,004 31,632 80,852 61,554 74,345 38,111 18,822 20,837 26,824 135,964 235,779 1,532,037-83.87%-2.00%-1,315,613 Self Pay 60,050 95,613 155,497 113,547 78,038 43,227 43,200 38,284 14,912 9,999 8,052 7,208 6,025 16,890 690,543-95.50%-2.00%-673,265 Other Gov Trad 51,557 21,584 4,733 471 152 4,036 19,168 2,235 6,117 183 16,959 9,999 137,193-77.59%-2.00%-109,192 Auto/Liability Insurance 10,229 14,305 6,102 20,802 2,205 10,159 5,396 8,037 2,374 3,849 4,451 34,464 84,523 5,132 212,028-58.32%-2.00%-127,894 Workers Compensation 5,288 4,308 16,978 4,759 3,976 6,077 1,751 2,404 1,824 3,184 3,278 28,485 10,186 92,497-58.93%-2.00%-56,357 Out of State Medicaid 8,847 3,850 19,256 5,193 5,814 13,652 3,219 3,154 1,057 16,295 4,367 3,863 88,566-74.73%-2.00%-67,956 Grand Total 3,254,251 1,804,045 615,171 371,373 407,210 265,224 370,195 347,329 137,765 61,348 55,971 147,823 444,156 2,951,040 343,985 11,576,885-76.30%-8,833,409 * make sure adj & pmt in correct column Cerner A/R on GL at 06/30/17 11,328,795 ZBA <=9mths Charges Adjustments Payments Balance C/A% March C/A% Variance Diff-248,090 Medicare 28,719,071-21,004,024-7,715,046 0-73.14%-74.8% 1.69% C/A at EOM-76.30% Medicare HMO 23,879,164-16,676,858-7,202,306 0-69.84%-69.9% 0.05% Add'l Allow 189,298 Commercial Insurance 10,877,947-7,718,359-3,159,589 0-70.95%-68.7%-2.27% Medicaid 7,050,961-5,913,885-1,137,077 0-83.87%-83.5%-0.38% Self Pay 1,416,237-1,352,478-63,759 0-95.50%-96.1% 0.64% Other Gov Trad 880,608-683,264-197,344 0-77.59%-79.9% 2.30% Auto/Liability Insurance 47,831-27,895-19,936 0-58.32%-46.8%-11.54% Workers Compensation 234,173-137,994-96,178 0-58.93%-61.4% 2.49% Out of State Medicaid 97,651-72,974-24,677 0-74.73%-70.6%-4.10% Client 130,422-91,263-39,159 0-69.98%-71.4% 1.41% Other 0 0 0 0 #DIV/0!-100.0% #DIV/0! Grand Total 73,334,065-53,678,994-19,655,071 0-73.20%-73.6% 0.45% 330,566.94 * s/b zero's Current GL Acct New Balance DR/(CR) Balance JOURNAL ENTRY 1000-052 Allowance for Contractuals-7,846,758-7,970,845-124,088 7-17 NET AR A1000-052 124,088.00 1000-053 Allowance for Bad Debt Reserves-822,794-673,265 149,529 7-17 NET AR A1000-053 149,529.00-Bad debt expense 5900-545-149,529 7-17 NET AR A5900-545-149,529.00 5900-500 Contractual Allowances Medicare 45,100 7-17 NET AR A5900-500 45,100.00-5900-504 Contractual Allowances-Medicaid 19,306 7-17 NET AR A5900-504 19,306.00-5900-505 Contractual Allowances-Medicare Advantage 35,012 7-17 NET AR A5900-505 35,012.00-5900-506 Contractual Allowances-Commercial Financial Class 19,486 7-17 NET AR A5900-506 19,486.00-5900-507 Contractual Allowances-Other 5,185 7-17 NET AR A5900-507 5,184.00-Total Reserves-8,669,552-8,644,111-25,441 25,441 273,617 273,617 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 37 of 80 CF Category BK Category Administrative expenses Operating Expenses AR advances Loans and Advances AR collections Accounts Receivable Artemis-Net Pre-petition Debt Artemis Funding Loans and Advances B/F Transfers In Bank Charges Operating Expenses Contracted labor Operating Expenses DIP Other Disbursements DIP Funding Loans and Advances DIP Loan Exit Fee Other Disbursements Employee benefits Operating Expenses Facilities Operating Expenses Information technology Operating Expenses Insurance Operating Expenses Internal Transfer Transfers In Leases Operating Expenses Lender Structuring Fee Other Professional Fees Lender's Professional Fees Other Professional Fees Medical supplies Operating Expenses Medicare overpayment Other Disbursements Miscellaneous Operating Expenses Operating expenses Operating Expenses Other income Cash Sales Patient refund Operating Expenses Payroll Operating Expenses Payroll-taxes Operating Expenses Physicians Operating Expenses Professional fees Operating Expenses Professional Fees (Case Costs) Other Professional Fees Restaurant income Cash Sales SCM Pre-petition Debt SQM Pre-petition Debt Subordination Fees Other Professional Fees Taxes Operating Expenses Term Loan Funding Loans and Advances Utilities Operating Expenses Western Pre-petition Debt YAM Pre-petition Debt Medicare capital reimbursement Accounts Receivable GVMI Loans and Advances DIP Interest Reserve Cash Other Professional Fees SCM Repayment Pre-petition Debt Past Due Payments Other Disbursements Critical Vendors & Cure Costs Other Disbursements Capital Expenditure Capital Expenditures Transfers out Transfers out Telemedicine Operating Expenses Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 38 of 80 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 39 of 80 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 40 of 80 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 41 of 80 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 42 of 80 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 43 of 80 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 44 of 80 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 45 of 80 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 46 of 80 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 47 of 80 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 48 of 80 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 49 of 80 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 50 of 80 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 51 of 80 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 52 of 80 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 53 of 80 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 54 of 80 July 01, 2017 through July 31, 2017 Primary Account: 6580 *start*stop payment renewal notice STOP PAYMENT RENEWAL NOTICE 8590 601 The following Stop Payments will automatically renew for a 1-year period. You can revoke a current stop payment via your online channel (Chase.com or JPM ACCESS) or by calling the number on your statement or contacting your Customer Service Representative. 10614760202000000062 0000016-01 10/14/16 10/14/17 11819 $3,150.00 *end*stop payment renewal notice Gv Hospital Management, LLC JPMorgan Chase Bank, N.A. 4455 S I-19 Frontage Rd Arizona Market Green Valley AZ 85614-5884 P O Box 659754 San Antonio TX 78265-9754 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 Page 16:19:16 of 3 4 Desc Main Document Page 55 of 80 Page 1 of 12 Primary Account: 0768 Beginning July 1, 2017-Ending July 31, 2017 31 41 GV HOSPITAL MANAGEMENT, LLC 4455 S I 19 FRONTAGE RD GREEN VALLEY AZ 85614 Contacting Us Available by phone 24/7 Phone 1-800-266-7277 Online bbvacompass.com Write BBVA Compass Customer Service P.O. Box 10566 Birmingham, AL 35296 Summary of Accounts Deposit Accounts/Other Products Ending balance Ending balance Account Account number last statement this statement TREASURY MANAGEMENT ANALYSIS CHECKING 0768 $85,183.97 $24,263.26 Total Deposit Accounts $85,183.97 $24,263.26 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 56 of 80 Page 2 of 12 Primary Account: 0768 Beginning July 1, 2017-Ending July 31, 2017 31 TREASURY MANAGEMENT ANALYSIS CHECKING Account Number: 0768-GV HOSPITAL MANAGEMENT, LLC Activity Summary Beginning Balance on 7/1/17 $85,183.97 Deposits/Credits (233) + $779,932.45 Withdrawals/Debits (21)-$840,853.16 Ending Balance on 7/31/17 $24,263.26 Deposits and Other Credits Check/Deposits/Date * Serial # Description Credits 7/3 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $8,747.11 REF-XXXXX8773 06/30/2017 05:16 7/3 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $6,493.19 REF-1295125078 06/30/2017 05:16 7/3 CREDIT FOR HEALTH NET OF AR CORP PYMT CO REF-$5,317.37 0821534040 06/30/2017 13:01 7/3 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $3,556.04 REF-XXXXX8773 06/30/2017 05:16 7/3 CREDIT FOR UNITEDHEALTHCARE HCCLAIMPMT CO $3,105.26 REF-XXXXX8773 06/30/2017 05:16 7/3 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $2,983.73 REF-XXXXX8773 06/30/2017 05:16 7/3 CREDIT FOR AARP SUPPLEMENTA HCCLAIMPMT CO $2,220.25 REF-XXXXX8773 06/30/2017 05:16 7/3 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $1,949.49 REF-XXXXX8773 06/30/2017 05:16 7/3 CREDIT FOR UNITED HEALTHCAR HCCLAIMPMT CO $1,191.47 REF-XXXXX8773 06/30/2017 05:16 7/3 PHOENIX LOCKBOX DEPOSIT 06/30/2017 1 2:12 $1,094.66 7/3 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $1,008.61 REF-XXXXX8773 06/30/2017 05:16 7/3 CREDIT FOR UNITEDHEALTHCARE HCCLAIMPMT CO $926.33 REF-XXXXX8773 06/30/2017 05:16 7/3 CREDIT FOR AETNA AS01 HCCLAIMPMT CO REF-$687.93 1295125078 06/30/2017 05:16 7/3 CREDIT FOR TRICARE WEST HCCLAIMPMT CO REF-$641.15 XXXXX8773 06/30/2017 05:16 7/3 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $444.24 REF-1295125078 06/30/2017 05:16 7/3 CREDIT FOR UMR ASARCO LLC HCCLAIMPMT CO $140.15 REF-XXXXX8773 06/30/2017 05:16 7/3 CREDIT FOR MUTUAL OF OMAHA HCCLAIMPMT CO $71.48 REF-H01170628465098 06/30/2017 05:16 7/3 CREDIT FOR UMR NICOR GAS HCCLAIMPMT CO REF-$18.82 XXXXX8773 06/30/2017 05:16 7/5 CREDIT FOR HEALTH NET OF AR CORP PYMT CO REF-$44,437.52 0821534394 07/03/2017 04:58 7/5 CREDIT FOR HN COMMUNITY SOL CORP PYMT CO $14,441.15 REF-0816009489 07/03/2017 04:58 7/5 CREDIT FOR UNITEDHEALTHCARE HCCLAIMPMT CO $12,061.60 REF-XXXXX8773 07/03/2017 04:58 7/5 PHOENIX LOCKBOX DEPOSIT 07/03/2017 1 2:29 $9,756.08 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 57 of 80 Page 3 of 12 Primary Account: 0768 Beginning July 1, 2017-Ending July 31, 2017 31 Check/Deposits/Date * Serial # Description Credits 7/5 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $6,888.99 REF-1295125078 07/03/2017 04:58 7/5 CREDIT FOR AARP SUPPLEMENTA HCCLAIMPMT CO $5,009.79 REF-XXXXX8773 07/03/2017 04:58 7/5 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $2,554.08 REF-XXXXX8773 07/03/2017 04:58 7/5 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $2,224.53 REF-XXXXX8773 07/03/2017 04:58 7/5 CREDIT FOR AETNA AS01 HCCLAIMPMT CO REF-$666.00 1295125078 07/03/2017 04:58 7/5 CREDIT FOR HHP HCCLAIMPMT CO REF-348584 $331.03 07/03/2017 04:58 7/5 CREDIT FOR UNITED WORLD HCCLAIMPMT CO REF-$293.79 H10170629465098 07/03/2017 04:58 7/5 CREDIT FOR GPM LIFE INS HCCLAIMPMT CO REF-$127.62 HT3170629465098 07/03/2017 04:58 7/6 PHOENIX LOCKBOX DEPOSIT 07/05/2017 1 2:20 $2,395.41 7/6 CREDIT FOR AMERICAN HOME AS HCCLAIMPMT CO $1,360.00 REF-XXXXX8773 07/05/2017 04:34 7/6 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $1,212.75 REF-XXXXX8773 07/05/2017 04:34 7/6 CREDIT FOR AMERIGROUP CORPO HCCLAIMPMT CO $1,087.20 REF-017070117000137 07/05/2017 04:34 7/6 CREDIT FOR UNITEDHEALTHCARE HCCLAIMPMT CO $1,008.53 REF-XXXXX8773 07/05/2017 04:34 7/6 CREDIT FOR TRICARE WEST HCCLAIMPMT CO REF-$397.77 XXXXX8773 07/05/2017 04:34 7/6 CREDIT FOR TRICARE WEST HCCLAIMPMT CO REF-$386.47 XXXXX8773 07/05/2017 04:34 7/7 CREDIT FOR HEALTH NET OF AR CORP PYMT CO REF-$9,955.80 0820468092 07/06/2017 05:41 7/7 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $2,055.13 REF-1295125078 07/06/2017 05:41 7/7 CREDIT FOR AARP SUPPLEMENTA HCCLAIMPMT CO $1,288.00 REF-XXXXX8773 07/06/2017 05:41 7/7 PHOENIX LOCKBOX DEPOSIT 07/06/2017 1 2:10 $1,142.37 7/7 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $1,060.50 REF-1295125078 07/06/2017 05:41 7/7 CREDIT FOR TRICARE WEST HCCLAIMPMT CO REF-$171.70 XXXXX8773 07/06/2017 05:41 7/7 CREDIT FOR TRICARE WEST HCCLAIMPMT CO REF-$81.72 XXXXX8773 07/06/2017 05:41 7/7 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $47.28 REF-XXXXX8773 07/06/2017 05:41 7/7 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $7.21 REF-XXXXX8773 07/06/2017 05:41 7/10 CREDIT FOR UNITEDHEALTHCARE HCCLAIMPMT CO $15,784.10 REF-XXXXX8773 07/07/2017 05:07 7/10 CREDIT FOR UNITEDHEALTHCARE HCCLAIMPMT CO $4,295.70 REF-XXXXX8773 07/07/2017 05:07 7/10 CREDIT FOR AETNA AS01 HCCLAIMPMT CO REF-$2,830.31 1295125078 07/07/2017 05:07 7/10 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $2,753.40 REF-XXXXX8773 07/07/2017 05:07 7/10 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $2,045.06 REF-XXXXX8773 07/07/2017 05:07 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 58 of 80 Page 4 of 12 Primary Account: 0768 Beginning July 1, 2017-Ending July 31, 2017 31 Check/Deposits/Date * Serial # Description Credits 7/10 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $1,958.93 REF-XXXXX8773 07/07/2017 05:07 7/10 CREDIT FOR TRICARE WEST HCCLAIMPMT CO REF-$1,460.89 XXXXX8773 07/07/2017 05:07 7/10 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $1,303.22 REF-1295125078 07/07/2017 05:07 7/10 CREDIT FOR AARP SUPPLEMENTA HCCLAIMPMT CO $1,191.88 REF-XXXXX8773 07/07/2017 05:07 7/10 CREDIT FOR AETNA A04 HCCLAIMPMT CO REF-$555.00 1295125078 07/07/2017 05:07 7/10 CREDIT FOR TRICARE WEST HCCLAIMPMT CO REF-$506.14 XXXXX8773 07/07/2017 05:07 7/10 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $187.03 REF-XXXXX8773 07/07/2017 05:07 7/10 CREDIT FOR UMR ARCELORMITTA HCCLAIMPMT CO $135.69 REF-XXXXX8773 07/07/2017 05:07 7/11 DEPOSIT 07/10/2017 12:50 $43,062.98 7/11 PHOENIX LOCKBOX DEPOSIT 07/10/2017 1 2:37 $12,777.19 7/11 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $10,620.91 REF-XXXXX8773 07/10/2017 04:32 7/11 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $1,811.09 REF-XXXXX8773 07/10/2017 04:32 7/11 CREDIT FOR SEDGWICK CLAIMS HCCLAIMPMT CO $1,530.90 REF-XXXXX8773 07/10/2017 04:32 7/11 CREDIT FOR TRICARE WEST HCCLAIMPMT CO REF-$1,422.65 XXXXX8773 07/10/2017 04:32 7/11 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $482.01 REF-1295125078 07/10/2017 04:32 7/11 CREDIT FOR UNITEDHEALTHCARE HCCLAIMPMT CO $447.53 REF-XXXXX8773 07/10/2017 04:32 7/11 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $243.70 REF-1295125078 07/10/2017 04:32 7/11 CREDIT FOR UMR ASARCO LLC HCCLAIMPMT CO $184.96 REF-XXXXX8773 07/10/2017 04:32 7/11 CREDIT FOR MUTUAL OF OMAHA HCCLAIMPMT CO $125.58 REF-H01170706465098 07/10/2017 04:32 7/12 PHOENIX LOCKBOX DEPOSIT 07/11/2017 1 2:09 $22,334.38 7/12 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $2,779.22 REF-XXXXX8773 07/11/2017 04:57 7/12 CREDIT FOR HUMANA INS CO EFPAYMENT CO REF-$2,031.25 348584 07/11/2017 04:57 7/12 CREDIT FOR OMAHA INS CO HCCLAIMPMT CO REF-$1,403.46 H16170707465098 07/11/2017 04:57 7/12 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $1,003.42 REF-1295125078 07/11/2017 04:57 7/12 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $854.95 REF-XXXXX8773 07/11/2017 04:57 7/12 CREDIT FOR UMR HCCLAIMPMT CO REF-$412.37 XXXXX8773 07/11/2017 04:57 7/12 CREDIT FOR HHP EFPAYMENT CO REF-348584 $306.15 07/11/2017 04:57 7/12 CREDIT FOR UNITEDHEALTHCARE HCCLAIMPMT CO $269.16 REF-XXXXX8773 07/11/2017 04:57 7/12 CREDIT FOR UMR COMPASS ROSE HCCLAIMPMT CO $183.09 REF-XXXXX8773 07/11/2017 04:57 7/12 CREDIT FOR UMR RAYTHEON COM HCCLAIMPMT CO $164.02 REF-XXXXX8773 07/11/2017 04:57 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 59 of 80 Page 5 of 12 Primary Account: 0768 Beginning July 1, 2017-Ending July 31, 2017 31 Check/Deposits/Date * Serial # Description Credits 7/12 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $152.00 REF-XXXXX8773 07/11/2017 04:57 7/12 CREDIT FOR UNITED OF OMAHA HCCLAIMPMT CO $149.04 REF-H02170707465098 07/11/2017 04:57 7/12 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $62.50 REF-1295125078 07/11/2017 04:57 7/12 CREDIT FOR MUTUAL OF OMAHA HCCLAIMPMT CO $16.30 REF-H01170707465098 07/11/2017 04:57 7/13 DEPOSIT 07/12/2017 15:12 $13,683.51 7/13 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $10,676.07 REF-1295125078 07/12/2017 05:14 7/13 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $4,820.03 REF-XXXXX8773 07/12/2017 05:14 7/13 CREDIT FOR HN COMMUNITY SOL CORP PYMT CO $960.52 REF-0816010084 07/12/2017 05:14 7/13 DEPOSIT 07/12/2017 15:12 $554.77 7/13 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $524.70 REF-XXXXX8773 07/12/2017 05:14 7/13 CREDIT FOR HEALTH NET OF AR CORP PYMT CO REF-$521.33 0821536204 07/12/2017 05:14 7/13 CREDIT FOR HHP EFPAYMENT CO REF-348584 $467.77 07/12/2017 05:14 7/13 CREDIT FOR UNITEDHEALTHCARE HCCLAIMPMT CO $134.58 REF-XXXXX8773 07/12/2017 05:14 7/13 CREDIT FOR OMAHA INS CO HCCLAIMPMT CO REF-$108.09 H16170710465098 07/12/2017 05:14 7/13 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $65.99 REF-1295125078 07/12/2017 05:14 7/14 CREDIT FOR HUMANA INS CO EFPAYMENT CO REF-$16,079.35 348584 07/13/2017 04:34 7/14 CREDIT FOR AARP SUPPLEMENTA HCCLAIMPMT CO $6,791.27 REF-XXXXX8773 07/13/2017 04:34 7/14 CREDIT FOR HEALTH NET AZ HCCLAIMPMT CO REF-$4,585.23 0832005238 07/13/2017 04:34 7/14 PHOENIX LOCKBOX DEPOSIT 07/13/2017 1 2:28 $2,062.97 7/14 CREDIT FOR UNITEDHEALTHCARE HCCLAIMPMT CO $1,203.22 REF-XXXXX8773 07/13/2017 04:34 7/14 CREDIT FOR AETNA H09 HCCLAIMPMT CO REF-$1,043.11 1295125078 07/13/2017 04:34 7/14 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $899.26 REF-1295125078 07/13/2017 04:34 7/14 CREDIT FOR HEALTH NET OF AR CORP PYMT CO REF-$663.61 0822384131 07/13/2017 04:34 7/14 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $487.65 REF-1295125078 07/13/2017 04:34 7/14 CREDIT FOR TRICARE WEST HCCLAIMPMT CO REF-$41.36 XXXXX8773 07/13/2017 04:34 7/14 CREDIT FOR OMAHA INS CO HCCLAIMPMT CO REF-$7.34 H16170711465098 07/13/2017 04:34 7/14 CREDIT FOR UMR HCCLAIMPMT CO REF-$6.04 XXXXX8773 07/13/2017 04:34 7/17 CREDIT FOR UNITEDHEALTHCARE HCCLAIMPMT CO $10,520.88 REF-XXXXX8773 07/14/2017 06:20 7/17 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $4,921.83 REF-1295125078 07/14/2017 06:20 7/17 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $4,236.26 REF-1295125078 07/14/2017 06:20 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 60 of 80 Page 6 of 12 Primary Account: 0768 Beginning July 1, 2017-Ending July 31, 2017 31 Check/Deposits/Date * Serial # Description Credits 7/17 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $3,682.00 REF-XXXXX8773 07/14/2017 06:20 7/17 DEPOSIT 07/14/2017 15:42 $2,073.90 7/17 CREDIT FOR MEDICA HCCLAIMPMT CO REF-$1,316.00 XXXXX8773 07/14/2017 06:20 7/17 CREDIT FOR AETNA AS01 HCCLAIMPMT CO REF-$1,219.52 1295125078 07/14/2017 06:20 7/17 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $1,214.23 REF-XXXXX8773 07/14/2017 06:20 7/17 CREDIT FOR UNITEDHEALTHCARE HCCLAIMPMT CO $1,125.82 REF-XXXXX8773 07/14/2017 06:20 7/17 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $995.04 REF-XXXXX8773 07/14/2017 06:20 7/17 CREDIT FOR AMERIGROUP CORPO HCCLAIMPMT CO $577.51 REF-017071214902350 07/14/2017 06:20 7/17 PHOENIX LOCKBOX DEPOSIT 07/14/2017 1 2:10 $556.21 7/17 CREDIT FOR UNITED HEALTHCAR HCCLAIMPMT CO $530.28 REF-XXXXX8773 07/14/2017 06:20 7/17 CREDIT FOR AETNA A04 HCCLAIMPMT CO REF-$480.00 1295125078 07/14/2017 06:20 7/17 CREDIT FOR HHP EFPAYMENT CO REF-348584 $425.46 07/14/2017 06:20 7/17 CREDIT FOR UMR ASARCO LLC HCCLAIMPMT CO $332.48 REF-XXXXX8773 07/14/2017 06:20 7/17 CREDIT FOR UMR COMPASS ROSE HCCLAIMPMT CO $38.22 REF-XXXXX8773 07/14/2017 06:20 7/17 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $30.29 REF-XXXXX8773 07/14/2017 06:20 7/18 PHOENIX LOCKBOX DEPOSIT 07/17/2017 1 2:26 $29,259.21 7/18 CREDIT FOR HN COMMUNITY SOL CORP PYMT CO $10,218.25 REF-0816010248 07/17/2017 04:08 7/18 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $9,245.97 REF-1295125078 07/17/2017 04:08 7/18 CREDIT FOR HHP EFPAYMENT CO REF-348584 $6,568.78 07/17/2017 04:08 7/18 CREDIT FOR AARP SUPPLEMENTA HCCLAIMPMT CO $2,339.02 REF-XXXXX8773 07/17/2017 04:08 7/18 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $1,344.70 REF-XXXXX8773 07/17/2017 04:08 7/18 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $847.44 REF-XXXXX8773 07/17/2017 04:08 7/18 CREDIT FOR FEHBP HCCLAIMPMT CO REF-$635.53 1295125078 07/17/2017 04:08 7/18 CREDIT FOR HEALTH NET OF AR CORP PYMT CO REF-$557.61 0821536775 07/17/2017 04:08 7/18 CREDIT FOR TRICARE WEST HCCLAIMPMT CO REF-$171.70 XXXXX8773 07/17/2017 04:08 7/18 CREDIT FOR OMAHA INS CO HCCLAIMPMT CO REF-$93.94 H16170713465098 07/17/2017 04:08 7/18 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $21.07 REF-1295125078 07/17/2017 04:08 7/19 CREDIT FOR UNITEDHEALTHCARE HCCLAIMPMT CO $13,026.91 REF-XXXXX8773 07/18/2017 05:01 7/19 CREDIT FOR HEALTH NET OF AR CORP PYMT CO REF-$11,970.78 0821537171 07/18/2017 05:01 7/19 CREDIT FOR AETNA H09 HCCLAIMPMT CO REF-$9,726.82 1295125078 07/18/2017 05:01 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 61 of 80 Page 7 of 12 Primary Account: 0768 Beginning July 1, 2017-Ending July 31, 2017 31 Check/Deposits/Date * Serial # Description Credits 7/19 PHOENIX LOCKBOX DEPOSIT 07/18/2017 1 2:08 $4,250.54 7/19 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $2,487.03 REF-1295125078 07/18/2017 05:01 7/19 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $1,449.48 REF-1295125078 07/18/2017 05:01 7/19 CREDIT FOR EQUITABLE LIFE A HCCLAIMPMT CO REF-$1,316.00 XXXXX8773 07/18/2017 05:01 7/19 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $1,102.62 REF-XXXXX8773 07/18/2017 05:01 7/19 CREDIT FOR OMAHA INS CO HCCLAIMPMT CO REF-$1,030.18 H16170714465098 07/18/2017 05:01 7/19 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $864.64 REF-XXXXX8773 07/18/2017 05:01 7/19 CREDIT FOR HHP EFPAYMENT CO REF-348584 $822.85 07/18/2017 05:01 7/19 CREDIT FOR HUMANA BERGSTR HCCLAIMPMT CO $165.40 REF-348584 07/18/2017 05:01 7/19 CREDIT FOR UMR EATON CORPOR HCCLAIMPMT CO $57.46 REF-XXXXX8773 07/18/2017 05:01 7/19 CREDIT FOR UNITED WORLD HCCLAIMPMT CO REF-$34.76 H10170714465098 07/18/2017 05:01 7/20 CREDIT FOR UNITEDHEALTHCARE HCCLAIMPMT CO $16,655.73 REF-XXXXX8773 07/19/2017 04:34 7/20 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $1,885.96 REF-1295125078 07/19/2017 04:34 7/20 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $1,704.54 REF-1295125078 07/19/2017 04:34 7/20 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $751.26 REF-XXXXX8773 07/19/2017 04:34 7/20 CREDIT FOR TRICARE WEST HCCLAIMPMT CO REF-$712.77 XXXXX8773 07/19/2017 04:34 7/20 PHOENIX LOCKBOX DEPOSIT 07/19/2017 1 2:05 $468.99 7/20 CREDIT FOR TRICARE WEST HCCLAIMPMT CO REF-$255.00 XXXXX8773 07/19/2017 04:34 7/20 CREDIT FOR OMAHA INS CO HCCLAIMPMT CO REF-$215.57 H16170717465098 07/19/2017 04:34 7/20 CREDIT FOR UNITED OF OMAHA HCCLAIMPMT CO $204.24 REF-H02170717465098 07/19/2017 04:34 7/20 CREDIT FOR GREEK CATHOLIC U HCCLAIMPMT CO $82.79 REF-XXXXX8773 07/19/2017 04:34 7/21 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $40,711.08 REF-1295125078 07/20/2017 04:19 7/21 CREDIT FOR UNITEDHEALTHCARE HCCLAIMPMT CO $3,800.94 REF-XXXXX8773 07/20/2017 04:19 7/21 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $3,735.62 REF-XXXXX8773 07/20/2017 04:19 7/21 CREDIT FOR HEALTH NET OF AR CORP PYMT CO REF-$3,009.12 0820472861 07/20/2017 04:19 7/21 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $2,189.73 REF-XXXXX8773 07/20/2017 04:19 7/21 CREDIT FOR AARP SUPPLEMENTA HCCLAIMPMT CO $2,052.12 REF-XXXXX8773 07/20/2017 04:19 7/21 PHOENIX LOCKBOX DEPOSIT 07/20/2017 1 2:05 $402.04 7/21 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $296.43 REF-1295125078 07/20/2017 04:19 7/21 CREDIT FOR OMAHA INS CO HCCLAIMPMT CO REF-$42.46 H16170718465098 07/20/2017 04:19 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 62 of 80 Page 8 of 12 Primary Account: 0768 Beginning July 1, 2017-Ending July 31, 2017 31 Check/Deposits/Date * Serial # Description Credits 7/24 CREDIT FOR HUMANA INS CO EFPAYMENT CO REF-$14,026.77 348584 07/21/2017 04:50 7/24 CREDIT FOR UNITEDHEALTHCARE HCCLAIMPMT CO $12,773.01 REF-XXXXX8773 07/21/2017 04:50 7/24 DEPOSIT 07/21/2017 17:22 $12,139.60 7/24 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $6,181.06 REF-1295125078 07/21/2017 04:50 7/24 DEPOSIT 07/21/2017 17:22 $2,381.98 7/24 CREDIT FOR AETNA AS01 HCCLAIMPMT CO REF-$2,013.59 1295125078 07/21/2017 04:50 7/24 CREDIT FOR UNITED WORLD HCCLAIMPMT CO REF-$1,316.00 H10170719465098 07/21/2017 04:50 7/24 CREDIT FOR HEALTH NET OF AR CORP PYMT CO REF-$456.06 0821537902 07/21/2017 04:50 7/24 PHOENIX LOCKBOX DEPOSIT 07/21/2017 1 2:09 $218.10 7/24 CREDIT FOR AETNA A04 HCCLAIMPMT CO REF-$177.79 1295125078 07/21/2017 04:50 7/24 CREDIT FOR UNITEDHEALTHCARE HCCLAIMPMT CO $134.58 REF-XXXXX8773 07/21/2017 04:50 7/24 CREDIT FOR UNITED OF OMAHA HCCLAIMPMT CO $117.83 REF-H02170719465098 07/21/2017 04:50 7/24 CREDIT FOR COLUMBIAN MUTUAL HCCLAIMPMT CO $12.64 REF-HT4170719465098 07/21/2017 04:50 7/25 PHOENIX LOCKBOX DEPOSIT 07/24/2017 1 2:12 $23,103.58 7/25 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $6,719.46 REF-XXXXX8773 07/24/2017 04:03 7/25 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $2,945.21 REF-1295125078 07/24/2017 04:03 7/25 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $2,224.53 REF-XXXXX8773 07/24/2017 04:03 7/25 CREDIT FOR AARP SUPPLEMENTA HCCLAIMPMT CO $1,671.50 REF-XXXXX8773 07/24/2017 04:03 7/25 CREDIT FOR TRICARE WEST HCCLAIMPMT CO REF-$416.82 XXXXX8773 07/24/2017 04:03 7/25 CREDIT FOR AETNA H09 HCCLAIMPMT CO REF-$253.32 1295125078 07/24/2017 04:03 7/25 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $212.67 REF-XXXXX8773 07/24/2017 04:03 7/25 CREDIT FOR UMR RAYTHEON COM HCCLAIMPMT CO $5.76 REF-XXXXX8773 07/24/2017 04:03 7/26 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $9,546.80 REF-1295125078 07/25/2017 04:19 7/26 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $4,531.86 REF-1295125078 07/25/2017 04:19 7/26 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $1,074.23 REF-XXXXX8773 07/25/2017 04:19 7/26 CREDIT FOR HHP EFPAYMENT CO REF-348584 $935.00 07/25/2017 04:19 7/26 CREDIT FOR HHP EFPAYMENT CO REF-348584 $619.12 07/25/2017 04:19 7/26 PHOENIX LOCKBOX DEPOSIT 07/25/2017 1 2:05 $396.58 7/26 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $386.74 REF-XXXXX8773 07/25/2017 04:19 7/26 CREDIT FOR UMR HCCLAIMPMT CO REF-$382.47 XXXXX8773 07/25/2017 04:19 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 63 of 80 Page 9 of 12 Primary Account: 0768 Beginning July 1, 2017-Ending July 31, 2017 31 Check/Deposits/Date * Serial # Description Credits 7/26 CREDIT FOR HUMANA INS CO EFPAYMENT CO REF-$134.57 348584 07/25/2017 04:19 7/26 CREDIT FOR AARP SUPPLEMENTA HCCLAIMPMT CO $112.61 REF-XXXXX8773 07/25/2017 04:19 7/27 DEPOSIT 07/26/2017 15:04 $18,356.55 7/27 CREDIT FOR HEALTH NET OF AR CORP PYMT CO REF-$7,285.63 0821538835 07/26/2017 12:46 7/27 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $631.47 REF-1295125078 07/26/2017 04:05 7/27 CREDIT FOR HN COMMUNITY SOL CORP PYMT CO $552.55 REF-0816010896 07/26/2017 12:46 7/27 CREDIT FOR UNITED OF OMAHA HCCLAIMPMT CO $271.14 REF-H02170724465098 07/26/2017 04:05 7/27 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $191.96 REF-1295125078 07/26/2017 04:05 7/27 PHOENIX LOCKBOX DEPOSIT 07/26/2017 1 2:06 $134.57 7/27 CREDIT FOR AARP SUPPLEMENTA HCCLAIMPMT CO $31.85 REF-XXXXX8773 07/26/2017 04:05 7/27 CREDIT FOR OMAHA INS CO HCCLAIMPMT CO REF-$12.64 H16170724465098 07/26/2017 04:05 7/28 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $11,878.60 REF-XXXXX8773 07/27/2017 03:54 7/28 CREDIT FOR AARP SUPPLEMENTA HCCLAIMPMT CO $4,469.79 REF-XXXXX8773 07/27/2017 03:54 7/28 CREDIT FOR UNITEDHEALTHCARE HCCLAIMPMT CO $4,423.27 REF-XXXXX8773 07/27/2017 03:54 7/28 CREDIT FOR HEALTH NET OF AR CORP PYMT CO REF-$4,368.49 0820477591 07/27/2017 03:54 7/28 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $1,014.10 REF-1295125078 07/27/2017 03:54 7/28 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $1,000.26 REF-XXXXX8773 07/27/2017 03:54 7/28 PHOENIX LOCKBOX DEPOSIT 07/27/2017 1 2:05 $716.43 7/28 CREDIT FOR UMR HCCLAIMPMT CO REF-$138.22 XXXXX8773 07/27/2017 03:54 7/28 CREDIT FOR FEHBP HCCLAIMPMT CO REF-$128.07 1295125078 07/27/2017 03:54 7/28 CREDIT FOR UNITED OF OMAHA HCCLAIMPMT CO $107.52 REF-H02170725465098 07/27/2017 03:54 7/31 CREDIT FOR UNITEDHEALTHCARE HCCLAIMPMT CO $10,621.50 REF-XXXXX8773 07/28/2017 04:31 7/31 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $6,791.23 REF-1295125078 07/28/2017 04:31 7/31 CREDIT FOR AETNA AS01 HCCLAIMPMT CO REF-$4,865.93 1295125078 07/28/2017 04:31 7/31 CREDIT FOR UNITEDHEALTHCARE HCCLAIMPMT CO $581.73 REF-XXXXX8773 07/28/2017 04:31 7/31 CREDIT FOR HN COMMUNITY SOL CORP PYMT CO $448.63 REF-0816011030 07/28/2017 04:31 7/31 CREDIT FOR UHC COMMUNITY PL HCCLAIMPMT CO $355.71 REF-XXXXX8773 07/28/2017 04:31 7/31 CREDIT FOR UNITED HEALTHCAR HCCLAIMPMT CO $249.55 REF-XXXXX8773 07/28/2017 04:31 7/31 CREDIT FOR UMR HCCLAIMPMT CO REF-$167.36 XXXXX8773 07/28/2017 04:31 7/31 CREDIT FOR HEALTH NET OF AR CORP PYMT CO REF-$134.58 0821539307 07/28/2017 04:31 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 64 of 80 Page 10 of 12 Primary Account: 0768 Beginning July 1, 2017-Ending July 31, 2017 31 Check/Deposits/Date * Serial # Description Credits 7/31 CREDIT FOR BCBS OF ARIZONA HCCLAIMPMT CO $30.00 REF-1295125078 07/28/2017 04:31 7/31 CREDIT FOR AETNA A04 HCCLAIMPMT CO REF-$17.04 1295125078 07/28/2017 04:31 Please note, certain fees and charges posted to your account may relate to services and/or activity from the prior statement cycle. * The Date provided is the business day that the transaction is processed. Withdrawals and Other Debits Check/Withdrawals/Date * Serial # Description Debits 7/3 AST OUTGOING WIRE XFR REF $85,183.97 20170703F2QCZ60C000886 BNF GV HOSPITAL MANGEM 7/5 AST OUTGOING WIRE XFR REF $40,597.28 20170705F2QCZ60C000296 BNF GV HOSPITAL MANGEM 7/6 AST OUTGOING WIRE XFR REF $98,792.18 20170706F2QCZ60C001247 BNF GV HOSPITAL MANGEM 7/7 AST OUTGOING WIRE XFR REF $7,848.13 20170707F2QCZ60C000485 BNF GV HOSPITAL MANGEM 7/10 AST OUTGOING WIRE XFR REF $15,809.71 20170710F2QCZ60C000320 BNF GV HOSPITAL MANGEM 7/11 AST OUTGOING WIRE XFR REF $35,007.35 20170711F2QCZ60C000247 BNF GV HOSPITAL MANGEM 7/12 AST OUTGOING WIRE XFR REF $72,709.50 20170712F2QCZ60C000161 BNF GV HOSPITAL MANGEM 7/13 AST OUTGOING WIRE XFR REF $31,366.91 20170713F2QCZ60C000240 BNF GV HOSPITAL MANGEM 7/13 GV HOSPITAL M RETURN ITEM CHARGE BACK $754.40 7/14 AST OUTGOING WIRE XFR REF $32,517.36 20170714F2QCZ60C000460 BNF GV HOSPITAL MANGEM 7/17 AST OUTGOING WIRE XFR REF $33,870.41 20170717F2QCZ60C000215 BNF GV HOSPITAL MANGEM 7/18 AST OUTGOING WIRE XFR REF $34,275.93 20170718F2QCZ60C000249 BNF GV HOSPITAL MANGEM 7/19 AST OUTGOING WIRE XFR REF $61,303.22 20170719F2QCZ60C000201 BNF GV HOSPITAL MANGEM 7/20 AST OUTGOING WIRE XFR REF $48,305.47 20170720F2QCZ60C000186 BNF GV HOSPITAL MANGEM 7/21 AST OUTGOING WIRE XFR REF $22,936.85 20170721F2QCZ60C000268 BNF GV HOSPITAL MANGEM 7/24 AST OUTGOING WIRE XFR REF $56,239.54 20170724F2QCZ60C000230 BNF GV HOSPITAL MANGEM 7/25 AST OUTGOING WIRE XFR REF $51,949.01 20170725F2QCZ60C000397 BNF GV HOSPITAL MANGEM 7/26 AST OUTGOING WIRE XFR REF $37,552.85 20170726F2QCZ60C000274 BNF GV HOSPITAL MANGEM 7/27 AST OUTGOING WIRE XFR REF $18,119.98 20170727F2QCZ60C000253 BNF GV HOSPITAL MANGEM 7/28 AST OUTGOING WIRE XFR REF $27,468.36 20170728F2QCZ60C000370 BNF GV HOSPITAL MANGEM 7/31 AST OUTGOING WIRE XFR REF $28,244.75 20170731F2QCZ60C000624 BNF GV HOSPITAL MANGEM Please note, certain fees and charges posted to your account may relate to services and/or activity from the prior statement cycle. * The Date provided is the business day that the transaction is processed. Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 65 of 80 Page 11 of 12 Primary Account: 0768 Beginning July 1, 2017-Ending July 31, 2017 31 End of Business Day Balance Summary Date Balance Date Balance Date Balance 7/3 $40,597.28 7/13 $32,517.36 7/24 $51,949.01 7/5 $98,792.18 7/14 $33,870.41 7/25 $37,552.85 7/6 $7,848.13 7/17 $34,275.93 7/26 $18,119.98 7/7 $15,809.71 7/18 $61,303.22 7/27 $27,468.36 7/10 $35,007.35 7/19 $48,305.47 7/28 $28,244.75 7/11 $72,709.50 7/20 $22,936.85 7/31 $24,263.26 7/12 $32,121.31 7/21 $56,239.54 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 66 of 80 Page 12 of 12 Primary Account: 0768 Beginning July 1, 2017-Ending July 31, 2017 31 How to Balance Your Account Change of Address Please call us at the telephone number listed on the front of this Step 1 • Enter all checks, deposits, and other automated teller statement to tell us about a change of address. card (ATM) transactions in your register. • Record all automated deductions, debit card Electronic Transfers (for consumer accounts only) transactions and electronic bill payments. In case of errors or questions about your Electronic Transfers, write to BBVA Compass Bank, Operations Compliance Support, P.O. Box • Record and deduct service charges, check printing 10566, Birmingham, AL 35296. Or simply call your local customer charges, or other bank fees. service number printed on he front of this statement. Call or write as • If you have an interest bearing account, add any soon as you can, if you think your statement or receipt is wrong or if interest earned shown on this statement. you need more information about a transfer on the statement or Step 2 • If applicable, sort checks in numerical order and mark receipt. We must hear from you no later than 60 days after we sent in your register each check or other transaction that is the first statement on which the error or problem appeared. listed on this statement. Step 3 • List any deposits or credits your have made that do not • Tell us your name and account number (if any). appear on this statement (see space provided below). • Describe the error or he transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information. Step 4 • List any checks you have written, debit card • Tell us the dollar amount of the suspected error. transactions, electronic payments and other deductions that do not appear on this statement (see We will investigate your complaint and will correct any error promptly. If we take more than 10 space provided below). business days (20 on claims on accounts opened less than 30 calendar days) to do this, we will credit your account for the amount you think is in error, so hat you will have the use of the money during the time it takes us to complete our inves igation. Date/Description Amount *For Non-Consumer Account customers, please refer to your current Non-Consumer Account Agreement for details regarding Electronic Fund Transfers. Overdraft Protection Calculation of Interest Charge and Balance Subject to Interest Rate. The interest charge is computed using your annual percentage rate divided by 365 or, in he case of a leap year, 366, which gives you the "Applicable Rate." Although we calculate the interest charge by applying the Applicable Rate to each daily balance, the interest charge can also be calculated by multiplying the Applicable Rate by the "average daily balance"(Balance Subject to Interest Rate) shown on this statement, hen multiplying that sum by the number of days in the billing cycle. To get the "Balance Subject to Interest Rate" shown on this statement we take the beginning balance of Step 3 Total $ your account less any unpaid finance charges each day, add any new advances or debits, and subtract any payments or credits. This gives us the daily balance. Then we add all the daily balances for the billing cycle and divide by the number of days in the billing cycle. This give us the "average daily balance" shown on the statement as "Balance Subject to Interest Rate". Date/Description Check # Amount Payments. Payments to your overdraft protec ion loan account made through our tellers or deposited at our automated teller machines (ATM s) Monday through Friday before he posted cut-off time will be posted to your account on the date they are accepted. Otherwise, they will be posted on the next business day. Payments made through our ATM s via a funds transfer will be posted on the date they are received or on the next business day if made after 6pm CT (6pm MT for Arizona accounts and 6pm PT for California accounts) Monday through Friday or any ime Saturday, Sunday or bank holidays. BBVA Compass Bank business days are Monday through Friday, excluding holidays. In Case of Errors or Questions About Your Statement (Overdraft Protection Only) Step 4 Total If you think your statement is wrong, or if you need more information about a transaction on your $ statement, write your issue on a separate document and send it to Bankcard Center, P.O. Box 2210, Decatur, AL 35699-0001. Telephone inquires may be made by calling your local BBVA Balancing Your Register to this Statement Compass branch listed on the front of this statement to speak with a Customer Service Representative. Please note: a telephone inquiry will not preserve your rights under federal law. Step 5 • Enter the "current balance" shown on this We must hear from you no later than sixty (60) days after we sent you the first statement on statement which the error or problem appeared. • Add total from Step 3 · Tell us your name and account number (if any). • Subtotal · Describe the error or he transfer you are unsure about, and explain as clearly as you can why you believe it is an error or what you need more information. • Subtract total from Step 4 · Tell us the dollar amount of the suspected error. • This balance should equal your register You can stop the automatic deduction of the Minimum Payment from you checking account if balance you think your statement is wrong. To stop the payment, your letter must reach us three (3) business days before the automatic deduction is scheduled to occur. If it does not agree, see steps below $ Reporting Other Problems If your account does not balance, review the following: Please review your statement carefully. It is essential that any account errors or any improper · Check all your addition and subtraction above in your register. transactions on your account be reported to us as soon as reasonably possible. If you fail to · Make sure you remembered to subtract service charges listed on notify us of any suspected problems, errors or unauthorized transactions within the time periods this statement and add any interest earned to your register. specified in the deposit account agreement, we are not liable to you for any loss related to the · Amounts of deposits and withdrawals on this statement should problem, error or unauthorized transaction. match your register entries. · If you have questions or need assistance, please refer to the phone BBVA Compass is a trade name of Compass Bank, a member of the BBVA Group. number on the front of this statement. Compass Bank, Member FDIC. Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 67 of 80 Page 1 of 6 Primary Account: 8484 Beginning July 1, 2017-Ending July 31, 2017 31 41 GV HOSPITAL MANAGEMENT, LLC 4455 S I 19 FRONTAGE RD GREEN VALLEY AZ 85614 Contacting Us Available by phone 24/7 Phone 1-800-266-7277 Online bbvacompass.com Write BBVA Compass Customer Service P.O. Box 10566 Birmingham, AL 35296 Summary of Accounts Deposit Accounts/Other Products Ending balance Ending balance Account Account number last statement this statement TREASURY MANAGEMENT ANALYSIS CHECKING 8484 $46,562.24 $50,301.51 Total Deposit Accounts $46,562.24 $50,301.51 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 68 of 80 Page 2 of 6 Primary Account: 8484 Beginning July 1, 2017-Ending July 31, 2017 31 TREASURY MANAGEMENT ANALYSIS CHECKING Account Number: 8484-GV HOSPITAL MANAGEMENT, LLC Activity Summary Beginning Balance on 7/1/17 $46,562.24 Deposits/Credits (58) + $1,075,262.71 Withdrawals/Debits (20)-$1,071,523.44 Ending Balance on 7/31/17 $50,301.51 Deposits and Other Credits Check/Deposits/Date * Serial # Description Credits 7/3 CREDIT FOR NORIDIAN J3A HCCLAIMPMT CO REF-$14,696.82 030137 06/30/2017 05:16 7/3 CREDIT FOR PC OF CO JPMC HCCLAIMPMT CO REF-$1,813.97 2249234 06/30/2017 05:16 7/5 CREDIT FOR NORIDIAN J3A HCCLAIMPMT CO REF-$16,896.94 030137 07/03/2017 04:58 7/6 CREDIT FOR HNB-ECHO HCCLAIMPMT CO REF-$30,689.11 XXXXX8773 07/05/2017 04:34 7/6 CREDIT FOR NORIDIAN J3A HCCLAIMPMT CO REF-$10,157.28 030137 07/05/2017 04:34 7/6 CREDIT FOR HNB-ECHO HCCLAIMPMT CO REF-$9,276.76 XXXXX8773 07/05/2017 04:34 7/6 PHOENIX LOCKBOX DEPOSIT 07/05/2017 1 2:20 $5,866.26 7/6 CREDIT FOR CARE 1ST ARIZONA AHCCCS CLM CO $954.85 REF-5098773 07/05/2017 04:34 7/6 CREDIT FOR 36 TREAS 310 MISC PAY CO REF-$42.46 465098773360012 07/05/2017 04:34 7/7 CREDIT FOR NORIDIAN J3A HCCLAIMPMT CO REF-$52,178.80 030137 07/06/2017 05:41 7/7 CREDIT FOR PC OF CO JPMC HCCLAIMPMT CO REF-$8,678.90 2249234 07/06/2017 05:41 7/10 CREDIT FOR PC OF CO JPMC HCCLAIMPMT CO REF-$28,290.91 2249234 07/07/2017 05:07 7/10 CREDIT FOR NORIDIAN J3A HCCLAIMPMT CO REF-$23,387.28 030137 07/07/2017 05:07 7/11 CREDIT FOR NORIDIAN J3A HCCLAIMPMT CO REF-$8,311.62 030137 07/10/2017 04:32 7/11 PHOENIX LOCKBOX DEPOSIT 07/10/2017 1 2:37 $1,922.32 7/12 CREDIT FOR NORIDIAN J3A HCCLAIMPMT CO REF-$127,365.63 030137 07/11/2017 04:57 7/12 CREDIT FOR CARE 1ST ARIZONA AHCCCS CLM CO $1,192.75 REF-5098773 07/11/2017 04:57 7/12 CREDIT FOR DIHS TREAS 310 MISC PAY CO REF-$673.89 465098773360001 07/11/2017 04:57 7/12 CREDIT FOR PC OF CO JPMC HCCLAIMPMT CO REF-$528.26 2249234 07/11/2017 04:57 7/13 CREDIT FOR NORIDIAN J3A HCCLAIMPMT CO REF-$34,565.07 030137 07/12/2017 05:14 7/13 CREDIT FOR PC OF CO JPMC HCCLAIMPMT CO REF-$15,783.12 2249234 07/12/2017 05:14 7/13 CREDIT FOR HNB-ECHO HCCLAIMPMT CO REF-$3,000.64 XXXXX8773 07/12/2017 05:14 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 69 of 80 Page 3 of 6 Primary Account: 8484 Beginning July 1, 2017-Ending July 31, 2017 31 Check/Deposits/Date * Serial # Description Credits 7/13 CREDIT FOR HNB-ECHO HCCLAIMPMT CO REF-$609.11 XXXXX8773 07/12/2017 05:14 7/14 CREDIT FOR NORIDIAN J3A HCCLAIMPMT CO REF-$44,893.79 030137 07/13/2017 04:34 7/14 PHOENIX LOCKBOX DEPOSIT 07/13/2017 1 2:28 $7,049.56 7/14 CREDIT FOR 36 TREAS 310 MISC PAY CO REF-$960.84 465098773360012 07/13/2017 04:34 7/14 CREDIT FOR 36 TREAS 310 MISC PAY CO REF-$3.13 465098773360012 07/13/2017 04:34 7/17 CREDIT FOR NORIDIAN J3A HCCLAIMPMT CO REF-$73,794.36 030137 07/14/2017 06:20 7/17 CREDIT FOR PC OF CO JPMC HCCLAIMPMT CO REF-$2,427.24 2249234 07/14/2017 06:20 7/18 CREDIT FOR NORIDIAN J3A HCCLAIMPMT CO REF-$65,771.89 030137 07/17/2017 04:08 7/18 CREDIT FOR HNB-ECHO HCCLAIMPMT CO REF-$6,204.07 XXXXX8773 07/17/2017 04:08 7/18 PHOENIX LOCKBOX DEPOSIT 07/17/2017 1 2:26 $1,425.43 7/19 CREDIT FOR NORIDIAN J3A HCCLAIMPMT CO REF-$38,247.68 030137 07/18/2017 05:01 7/19 PHOENIX LOCKBOX DEPOSIT 07/18/2017 1 2:08 $2,215.95 7/19 CREDIT FOR PC OF CO JPMC HCCLAIMPMT CO REF-$1,035.57 2249234 07/18/2017 05:01 7/19 CREDIT FOR CARE 1ST ARIZONA AHCCCS CLM CO $821.05 REF-5098773 07/18/2017 05:01 7/20 CREDIT FOR NORIDIAN J3A HCCLAIMPMT CO REF-$33,542.99 030137 07/19/2017 04:34 7/20 CREDIT FOR PC OF CO JPMC HCCLAIMPMT CO REF-$19,828.31 2249234 07/19/2017 04:34 7/21 CREDIT FOR NORIDIAN J3A HCCLAIMPMT CO REF-$2,735.13 030137 07/20/2017 04:19 7/24 CREDIT FOR NORIDIAN J3A HCCLAIMPMT CO REF-$29,947.60 030137 07/21/2017 04:50 7/24 CREDIT FOR PC OF CO JPMC HCCLAIMPMT CO REF-$907.23 2249234 07/21/2017 04:50 7/24 CREDIT FOR 36 TREAS 310 MISC PAY CO REF-$148.62 465098773360012 07/21/2017 04:50 7/25 CREDIT FOR NORIDIAN J3A HCCLAIMPMT CO REF-$20,287.20 030137 07/24/2017 04:03 7/25 CREDIT FOR HNB-ECHO HCCLAIMPMT CO REF-$4,678.96 XXXXX8773 07/24/2017 04:03 7/25 CREDIT FOR 36 TREAS 310 MISC PAY CO REF-$4,604.93 465098773360012 07/24/2017 04:03 7/25 PHOENIX LOCKBOX DEPOSIT 07/24/2017 1 2:12 $2,441.28 7/26 CREDIT FOR NORIDIAN J3A HCCLAIMPMT CO REF-$150,080.24 030137 07/25/2017 04:19 7/26 CREDIT FOR CARE 1ST ARIZONA AHCCCS CLM CO $1,663.52 REF-5098773 07/25/2017 04:19 7/26 CREDIT FOR DIHS TREAS 310 MISC PAY CO REF-$463.60 465098773360001 07/25/2017 04:19 7/26 CREDIT FOR HEALTHPARTNERS HCCLAIMPMT CO $345.24 REF-1-3575727 07/25/2017 04:19 7/26 CREDIT FOR HNB-ECHO HCCLAIMPMT CO REF-$197.69 XXXXX8773 07/25/2017 04:19 7/27 CREDIT FOR PC OF CO JPMC HCCLAIMPMT CO REF-$34,381.22 2249234 07/26/2017 04:05 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 70 of 80 Page 4 of 6 Primary Account: 8484 Beginning July 1, 2017-Ending July 31, 2017 31 Check/Deposits/Date * Serial # Description Credits 7/28 CREDIT FOR NORIDIAN J3A HCCLAIMPMT CO REF-$75,184.69 030137 07/27/2017 03:54 7/28 CREDIT FOR HEALTHPARTNERS HCCLAIMPMT CO $1,789.44 REF-1-3575727 07/27/2017 03:54 7/31 CREDIT FOR NORIDIAN J3A HCCLAIMPMT CO REF-$41,764.05 030137 07/28/2017 04:31 7/31 CREDIT FOR PC OF CO JPMC HCCLAIMPMT CO REF-$7,842.26 2249234 07/28/2017 04:31 7/31 PHOENIX LOCKBOX DEPOSIT 07/28/2017 1 2:05 $414.61 7/31 CREDIT FOR UHC OF CA WFB HCCLAIMPMT CO REF-$280.59 2249234 07/28/2017 04:31 Please note, certain fees and charges posted to your account may relate to services and/or activity from the prior statement cycle. * The Date provided is the business day that the transaction is processed. Withdrawals and Other Debits Check/Withdrawals/Date * Serial # Description Debits 7/3 AST OUTGOING WIRE XFR REF $46,562.24 20170703F2QCZ60C000897 BNF GV HOSPITAL MANAGE 7/5 AST OUTGOING WIRE XFR REF $16,510.79 20170705F2QCZ60C000298 BNF GV HOSPITAL MANAGE 7/6 AST OUTGOING WIRE XFR REF $16,896.94 20170706F2QCZ60C001253 BNF GV HOSPITAL MANAGE 7/7 AST OUTGOING WIRE XFR REF $56,986.72 20170707F2QCZ60C000491 BNF GV HOSPITAL MANAGE 7/10 AST OUTGOING WIRE XFR REF $60,857.70 20170710F2QCZ60C000323 BNF GV HOSPITAL MANAGE 7/11 AST OUTGOING WIRE XFR REF $51,678.19 20170711F2QCZ60C000250 BNF GV HOSPITAL MANAGE 7/12 AST OUTGOING WIRE XFR REF $10,233.94 20170712F2QCZ60C000166 BNF GV HOSPITAL MANAGE 7/13 AST OUTGOING WIRE XFR REF $129,760.53 20170713F2QCZ60C000246 BNF GV HOSPITAL MANAGE 7/14 AST OUTGOING WIRE XFR REF $53,957.94 20170714F2QCZ60C000465 BNF GV HOSPITAL MANAGE 7/17 AST OUTGOING WIRE XFR REF $52,907.32 20170717F2QCZ60C000227 BNF GV HOSPITAL MANAGE 7/18 AST OUTGOING WIRE XFR REF $76,221.60 20170718F2QCZ60C000256 BNF GV HOSPITAL MANAGE 7/19 AST OUTGOING WIRE XFR REF $73,401.39 20170719F2QCZ60C000208 BNF GV HOSPITAL MANAGE 7/20 AST OUTGOING WIRE XFR REF $42,320.25 20170720F2QCZ60C000188 BNF GV HOSPITAL MANAGE 7/21 AST OUTGOING WIRE XFR REF $53,371.30 20170721F2QCZ60C000271 BNF GV HOSPITAL MANAGE 7/24 AST OUTGOING WIRE XFR REF $2,735.13 20170724F2QCZ60C000233 BNF GV HOSPITAL MANAGE 7/25 AST OUTGOING WIRE XFR REF $31,003.45 20170725F2QCZ60C000414 BNF GV HOSPITAL MANAGE 7/26 AST OUTGOING WIRE XFR REF $32,012.37 20170726F2QCZ60C000279 BNF GV HOSPITAL MANAGE 7/27 AST OUTGOING WIRE XFR REF $152,750.29 20170727F2QCZ60C000257 BNF GV HOSPITAL MANAGE 7/28 AST OUTGOING WIRE XFR REF $34,381.22 20170728F2QCZ60C000375 BNF GV HOSPITAL MANAGE Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 71 of 80 Page 5 of 6 Primary Account: 8484 Beginning July 1, 2017-Ending July 31, 2017 31 Check/Withdrawals/Date * Serial # Description Debits 7/31 AST OUTGOING WIRE XFR REF $76,974.13 20170731F2QCZ60C000622 BNF GV HOSPITAL MANAGE Please note, certain fees and charges posted to your account may relate to services and/or activity from the prior statement cycle. * The Date provided is the business day that the transaction is processed. End of Business Day Balance Summary Date Balance Date Balance Date Balance 7/3 $16,510.79 7/13 $53,957.94 7/24 $31,003.45 7/5 $16,896.94 7/14 $52,907.32 7/25 $32,012.37 7/6 $56,986.72 7/17 $76,221.60 7/26 $152,750.29 7/7 $60,857.70 7/18 $73,401.39 7/27 $34,381.22 7/10 $51,678.19 7/19 $42,320.25 7/28 $76,974.13 7/11 $10,233.94 7/20 $53,371.30 7/31 $50,301.51 7/12 $129,760.53 7/21 $2,735.13 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 72 of 80 Page 6 of 6 Primary Account: 8484 Beginning July 1, 2017-Ending July 31, 2017 31 How to Balance Your Account Change of Address Please call us at the telephone number listed on the front of this Step 1 • Enter all checks, deposits, and other automated teller statement to tell us about a change of address. card (ATM) transactions in your register. • Record all automated deductions, debit card Electronic Transfers (for consumer accounts only) transactions and electronic bill payments. In case of errors or questions about your Electronic Transfers, write to BBVA Compass Bank, Operations Compliance Support, P.O. Box • Record and deduct service charges, check printing 10566, Birmingham, AL 35296. Or simply call your local customer charges, or other bank fees. service number printed on he front of this statement. Call or write as • If you have an interest bearing account, add any soon as you can, if you think your statement or receipt is wrong or if interest earned shown on this statement. you need more information about a transfer on the statement or Step 2 • If applicable, sort checks in numerical order and mark receipt. We must hear from you no later than 60 days after we sent in your register each check or other transaction that is the first statement on which the error or problem appeared. listed on this statement. Step 3 • List any deposits or credits your have made that do not • Tell us your name and account number (if any). appear on this statement (see space provided below). • Describe the error or he transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information. Step 4 • List any checks you have written, debit card • Tell us the dollar amount of the suspected error. transactions, electronic payments and other deductions that do not appear on this statement (see We will investigate your complaint and will correct any error promptly. If we take more than 10 space provided below). business days (20 on claims on accounts opened less than 30 calendar days) to do this, we will credit your account for the amount you think is in error, so hat you will have the use of the money during the time it takes us to complete our inves igation. Date/Description Amount *For Non-Consumer Account customers, please refer to your current Non-Consumer Account Agreement for details regarding Electronic Fund Transfers. Overdraft Protection Calculation of Interest Charge and Balance Subject to Interest Rate. The interest charge is computed using your annual percentage rate divided by 365 or, in he case of a leap year, 366, which gives you the "Applicable Rate." Although we calculate the interest charge by applying the Applicable Rate to each daily balance, the interest charge can also be calculated by multiplying the Applicable Rate by the "average daily balance"(Balance Subject to Interest Rate) shown on this statement, hen multiplying that sum by the number of days in the billing cycle. To get the "Balance Subject to Interest Rate" shown on this statement we take the beginning balance of Step 3 Total $ your account less any unpaid finance charges each day, add any new advances or debits, and subtract any payments or credits. This gives us the daily balance. Then we add all the daily balances for the billing cycle and divide by the number of days in the billing cycle. This give us the "average daily balance" shown on the statement as "Balance Subject to Interest Rate". Date/Description Check # Amount Payments. Payments to your overdraft protec ion loan account made through our tellers or deposited at our automated teller machines (ATM s) Monday through Friday before he posted cut-off time will be posted to your account on the date they are accepted. Otherwise, they will be posted on the next business day. Payments made through our ATM s via a funds transfer will be posted on the date they are received or on the next business day if made after 6pm CT (6pm MT for Arizona accounts and 6pm PT for California accounts) Monday through Friday or any ime Saturday, Sunday or bank holidays. BBVA Compass Bank business days are Monday through Friday, excluding holidays. In Case of Errors or Questions About Your Statement (Overdraft Protection Only) Step 4 Total If you think your statement is wrong, or if you need more information about a transaction on your $ statement, write your issue on a separate document and send it to Bankcard Center, P.O. Box 2210, Decatur, AL 35699-0001. Telephone inquires may be made by calling your local BBVA Balancing Your Register to this Statement Compass branch listed on the front of this statement to speak with a Customer Service Representative. Please note: a telephone inquiry will not preserve your rights under federal law. Step 5 • Enter the "current balance" shown on this We must hear from you no later than sixty (60) days after we sent you the first statement on statement which the error or problem appeared. • Add total from Step 3 · Tell us your name and account number (if any). • Subtotal · Describe the error or he transfer you are unsure about, and explain as clearly as you can why you believe it is an error or what you need more information. • Subtract total from Step 4 · Tell us the dollar amount of the suspected error. • This balance should equal your register You can stop the automatic deduction of the Minimum Payment from you checking account if balance you think your statement is wrong. To stop the payment, your letter must reach us three (3) business days before the automatic deduction is scheduled to occur. If it does not agree, see steps below $ Reporting Other Problems If your account does not balance, review the following: Please review your statement carefully. It is essential that any account errors or any improper · Check all your addition and subtraction above in your register. transactions on your account be reported to us as soon as reasonably possible. If you fail to · Make sure you remembered to subtract service charges listed on notify us of any suspected problems, errors or unauthorized transactions within the time periods this statement and add any interest earned to your register. specified in the deposit account agreement, we are not liable to you for any loss related to the · Amounts of deposits and withdrawals on this statement should problem, error or unauthorized transaction. match your register entries. · If you have questions or need assistance, please refer to the phone BBVA Compass is a trade name of Compass Bank, a member of the BBVA Group. number on the front of this statement. Compass Bank, Member FDIC. Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 73 of 80 Page 1 of 3 Primary Account: 7836 Beginning July 1, 2017-Ending July 31, 2017 31 41 GV HOSPITAL MANAGEMENT, LLC 4455 S I 19 FRONTAGE RD GREEN VALLEY AZ 85614 Contacting Us Available by phone 24/7 Phone 1-800-266-7277 Online bbvacompass.com Write BBVA Compass Customer Service P.O. Box 10566 Birmingham, AL 35296 Summary of Accounts Deposit Accounts/Other Products Ending balance Ending balance Account Account number last statement this statement TREASURY MANAGEMENT ANALYSIS CHECKING 7836 $3,286.80 $886.15 Total Deposit Accounts $3,286.80 $886.15 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 74 of 80 Page 2 of 3 Primary Account: 7836 Beginning July 1, 2017-Ending July 31, 2017 31 TREASURY MANAGEMENT ANALYSIS CHECKING Account Number: 7836-GV HOSPITAL MANAGEMENT, LLC Activity Summary Beginning Balance on 7/1/17 $3,286.80 Deposits/Credits (0) + $0.00 Withdrawals/Debits (1)-$2,400.65 Ending Balance on 7/31/17 $886.15 Deposits and Other Credits Check/Deposits/Date * Serial # Description Credits There are no transactions to report for this period Please note, certain fees and charges posted to your account may relate to services and/or activity from the prior statement cycle. * The Date provided is the business day that the transaction is processed. Withdrawals and Other Debits Check/Withdrawals/Date * Serial # Description Debits 7/17 JUN ANALYSIS SERVICE CHARGE $2,400.65 Please note, certain fees and charges posted to your account may relate to services and/or activity from the prior statement cycle. * The Date provided is the business day that the transaction is processed. End of Business Day Balance Summary Date Balance Date Balance Date Balance 7/17 $886.15 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 75 of 80 Page 1 of 5 Primary Account: 0712 Beginning July 1, 2017-Ending July 31, 2017 31 41 GV HOSPITAL MANAGEMENT, LLC SELF PAY ACCOUNT 4455 S I 19 FRONTAGE RD GREEN VALLEY AZ 85614 Contacting Us Available by phone 24/7 Phone 1-800-266-7277 Online bbvacompass.com Write BBVA Compass Customer Service P.O. Box 10566 Birmingham, AL 35296 Summary of Accounts Deposit Accounts/Other Products Ending balance Ending balance Account Account number last statement this statement TREASURY MANAGEMENT ANALYSIS CHECKING 0712 $9,520.78 $3,736.70 Total Deposit Accounts $9,520.78 $3,736.70 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 76 of 80 Page 2 of 5 Primary Account: 0712 Beginning July 1, 2017-Ending July 31, 2017 31 TREASURY MANAGEMENT ANALYSIS CHECKING Account Number: 0712-GV HOSPITAL MANAGEMENT, LLC Activity Summary Beginning Balance on 7/1/17 $9,520.78 Deposits/Credits (49) + $159,838.93 Withdrawals/Debits (21)-$165,623.01 Ending Balance on 7/31/17 $3,736.70 Deposits and Other Credits Check/Deposits/Date * Serial # Description Credits 7/3 PHOENIX LOCKBOX DEPOSIT 06/30/2017 1 2:12 $2,850.55 7/3 CREDIT FOR BBVACOMPASSMERSV DEPOSIT CO REF-$2,742.53 341200933883 06/30/2017 09:20 7/3 DEPOSIT 06/30/2017 16:27 $380.00 7/5 PHOENIX LOCKBOX DEPOSIT 07/03/2017 1 2:29 $3,753.42 7/5 CREDIT FOR BBVACOMPASSMERSV DEPOSIT CO REF-$3,080.50 341200933883 07/03/2017 04:58 7/6 CREDIT FOR BBVACOMPASSMERSV DEPOSIT CO REF-$12,960.17 341200933883 07/05/2017 04:34 7/6 PHOENIX LOCKBOX DEPOSIT 07/05/2017 1 2:20 $4,774.39 7/6 CREDIT FOR BBVACOMPASSMERSV DEPOSIT CO REF-$700.00 341200933883 07/05/2017 09:04 7/7 CREDIT FOR BBVACOMPASSMERSV DEPOSIT CO REF-$5,198.00 341200933883 07/06/2017 09:12 7/7 PHOENIX LOCKBOX DEPOSIT 07/06/2017 1 2:10 $22.34 7/10 PHOENIX LOCKBOX DEPOSIT 07/07/2017 1 2:14 $2,345.50 7/10 CREDIT FOR BBVACOMPASSMERSV DEPOSIT CO REF-$450.00 341200933883 07/07/2017 08:48 7/11 CREDIT FOR BBVACOMPASSMERSV DEPOSIT CO REF-$8,059.70 341200933883 07/10/2017 04:32 7/11 DEPOSIT 07/10/2017 12:50 $4,039.61 7/11 PHOENIX LOCKBOX DEPOSIT 07/10/2017 1 2:37 $2,894.32 7/12 CREDIT FOR BBVACOMPASSMERSV DEPOSIT CO REF-$9,094.43 341200933883 07/11/2017 09:02 7/12 PHOENIX LOCKBOX DEPOSIT 07/11/2017 1 2:09 $647.06 7/13 PHOENIX LOCKBOX DEPOSIT 07/12/2017 1 2:07 $948.92 7/13 DEPOSIT 07/12/2017 15:12 $810.00 7/13 CREDIT FOR BBVACOMPASSMERSV DEPOSIT CO REF-$775.00 341200933883 07/12/2017 09:06 7/14 CREDIT FOR BBVACOMPASSMERSV DEPOSIT CO REF-$3,273.45 341200933883 07/13/2017 09:14 7/14 PHOENIX LOCKBOX DEPOSIT 07/13/2017 1 2:28 $2,777.12 7/17 CREDIT FOR BBVACOMPASSMERSV DEPOSIT CO REF-$4,416.82 341200933883 07/14/2017 09:29 7/17 DEPOSIT 07/14/2017 15:42 $2,130.78 7/17 PHOENIX LOCKBOX DEPOSIT 07/14/2017 1 2:10 $831.29 7/18 CREDIT FOR BBVACOMPASSMERSV DEPOSIT CO REF-$3,370.08 341200933883 07/17/2017 04:08 7/18 PHOENIX LOCKBOX DEPOSIT 07/17/2017 1 2:26 $2,520.07 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 77 of 80 Page 3 of 5 Primary Account: 0712 Beginning July 1, 2017-Ending July 31, 2017 31 Check/Deposits/Date * Serial # Description Credits 7/19 CREDIT FOR BBVACOMPASSMERSV DEPOSIT CO REF-$8,097.55 341200933883 07/18/2017 08:42 7/19 PHOENIX LOCKBOX DEPOSIT 07/18/2017 1 2:08 $3,166.71 7/20 PHOENIX LOCKBOX DEPOSIT 07/19/2017 1 2:05 $1,169.87 7/20 CREDIT FOR BBVACOMPASSMERSV DEPOSIT CO REF-$590.00 341200933883 07/19/2017 08:43 7/21 CREDIT FOR BBVACOMPASSMERSV DEPOSIT CO REF-$4,845.54 341200933883 07/20/2017 08:58 7/21 PHOENIX LOCKBOX DEPOSIT 07/20/2017 1 2:05 $1,675.93 7/24 PHOENIX LOCKBOX DEPOSIT 07/21/2017 1 2:09 $3,925.19 7/24 CREDIT FOR BBVACOMPASSMERSV DEPOSIT CO REF-$2,052.69 341200933883 07/21/2017 08:59 7/24 DEPOSIT 07/21/2017 17:22 $854.15 7/24 DEPOSIT 07/21/2017 17:22 $187.40 7/25 PHOENIX LOCKBOX DEPOSIT 07/24/2017 1 2:12 $4,900.49 7/25 CREDIT FOR BBVACOMPASSMERSV DEPOSIT CO REF-$2,908.14 341200933883 07/24/2017 04:03 7/26 CREDIT FOR BBVACOMPASSMERSV DEPOSIT CO REF-$3,566.81 341200933883 07/25/2017 08:52 7/26 PHOENIX LOCKBOX DEPOSIT 07/25/2017 1 2:05 $30.00 7/27 PHOENIX LOCKBOX DEPOSIT 07/26/2017 1 2:06 $2,876.63 7/27 DEPOSIT 07/26/2017 14:49 $1,813.36 7/27 CREDIT FOR BBVACOMPASSMERSV DEPOSIT CO REF-$1,025.00 341200933883 07/26/2017 08:36 7/27 DEPOSIT 07/26/2017 15:04 $125.00 7/28 CREDIT FOR BBVACOMPASSMERSV DEPOSIT CO REF-$25,102.29 341200933883 07/27/2017 08:37 7/28 PHOENIX LOCKBOX DEPOSIT 07/27/2017 1 2:05 $1,343.43 7/31 CREDIT FOR BBVACOMPASSMERSV DEPOSIT CO REF-$2,591.67 341200933883 07/28/2017 08:26 7/31 PHOENIX LOCKBOX DEPOSIT 07/28/2017 1 2:05 $1,145.03 Please note, certain fees and charges posted to your account may relate to services and/or activity from the prior statement cycle. * The Date provided is the business day that the transaction is processed. Withdrawals and Other Debits Check/Withdrawals/Date * Serial # Description Debits 7/3 AST OUTGOING WIRE XFR REF $9,520.78 20170703F2QCZ60C000876 BNF GV HOSPITAL MANAGE 7/5 AST OUTGOING WIRE XFR REF $5,973.08 20170705F2QCZ60C000297 BNF GV HOSPITAL MANAGE 7/6 AST OUTGOING WIRE XFR REF $6,833.92 20170706F2QCZ60C001249 BNF GV HOSPITAL MANAGE 7/7 AST OUTGOING WIRE XFR REF $18,434.56 20170707F2QCZ60C000489 BNF GV HOSPITAL MANAGE 7/10 AST OUTGOING WIRE XFR REF $5,220.34 20170710F2QCZ60C000326 BNF GV HOSPITAL MANAGE 7/11 AST OUTGOING WIRE XFR REF $2,795.50 20170711F2QCZ60C000248 BNF GV HOSPITAL MANAGE 7/12 AST OUTGOING WIRE XFR REF $14,993.63 20170712F2QCZ60C000163 BNF GV HOSPITAL MANAGE 7/13 AST OUTGOING WIRE XFR REF $9,741.49 20170713F2QCZ60C000242 BNF GV HOSPITAL MANAGE Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 78 of 80 Page 4 of 5 Primary Account: 0712 Beginning July 1, 2017-Ending July 31, 2017 31 Check/Withdrawals/Date * Serial # Description Debits 7/14 AST OUTGOING WIRE XFR REF $2,533.92 20170714F2QCZ60C000463 BNF GV HOSPITAL MANAGE 7/17 AST OUTGOING WIRE XFR REF $6,050.57 20170717F2QCZ60C000220 BNF GV HOSPITAL MANAGE 7/18 AST OUTGOING WIRE XFR REF $7,378.89 20170718F2QCZ60C000252 BNF GV HOSPITAL MANAGE 7/18 TRANSFER TO 6725787462 CUSTOMER SERVICE $18.84 TRANSFER 7/19 AST OUTGOING WIRE XFR REF $5,871.31 20170719F2QCZ60C000206 BNF GV HOSPITAL MANAGE 7/20 AST OUTGOING WIRE XFR REF $11,264.26 20170720F2QCZ60C000187 BNF GV HOSPITAL MANAGE 7/21 AST OUTGOING WIRE XFR REF $1,759.87 20170721F2QCZ60C000270 BNF GV HOSPITAL MANAGE 7/24 AST OUTGOING WIRE XFR REF $6,521.47 20170724F2QCZ60C000231 BNF GV HOSPITAL MANAGE 7/25 AST OUTGOING WIRE XFR REF $7,019.43 20170725F2QCZ60C000406 BNF GV HOSPITAL MANAGE 7/26 AST OUTGOING WIRE XFR REF $7,808.63 20170726F2QCZ60C000275 BNF GV HOSPITAL MANAGE 7/27 AST OUTGOING WIRE XFR REF $3,596.81 20170727F2QCZ60C000255 BNF GV HOSPITAL MANAGE 7/28 AST OUTGOING WIRE XFR REF $5,839.99 20170728F2QCZ60C000372 BNF GV HOSPITAL MANAGE 7/31 AST OUTGOING WIRE XFR REF $26,445.72 20170731F2QCZ60C000621 BNF GV HOSPITAL MANAGE Please note, certain fees and charges posted to your account may relate to services and/or activity from the prior statement cycle. * The Date provided is the business day that the transaction is processed. End of Business Day Balance Summary Date Balance Date Balance Date Balance 7/3 $5,973.08 7/13 $2,533.92 7/24 $7,019.43 7/5 $6,833.92 7/14 $6,050.57 7/25 $7,808.63 7/6 $18,434.56 7/17 $7,378.89 7/26 $3,596.81 7/7 $5,220.34 7/18 $5,871.31 7/27 $5,839.99 7/10 $2,795.50 7/19 $11,264.26 7/28 $26,445.72 7/11 $14,993.63 7/20 $1,759.87 7/31 $3,736.70 7/12 $9,741.49 7/21 $6,521.47 Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Desc Main Document Page 79 of 80 July 01, 2017 through July 31, 2017 JPMorgan Chase Bank, N.A. Account Number: 1628 P O Box 659754 San Antonio, TX 78265-9754 CUSTOMER SERVICE INFORMATION Web site: www.Chase.com Service Center: 1-877-425-8100 00030635 DRE 601 211 21317 NNNNNNNNNNN 1 000000000 64 0000 Deaf and Hard of Hearing: 1-800-242-7383 GREEN VALLEY HOSPITAL LLC Para Espanol: 1-888-622-4273 4455 FRONTAGE RD International Calls: 1-713-262-1679 GREEN VALLEY AZ 85622 00306350101000000021 *start*summary Chase Analysis Business Checking CHECKING SUMMARY Beginning Balance $63.90 Ending Balance 0 $63.90 *end*summary *start*post overdraft and returned item message2 Your service charges, fees and earnings credit have been calculated through account analysis. *end*post overdraft and returned item message2 *start*dre portrait disclosure message area IN CASE OF ERRORS OR QUESTIONS ABOUT YOUR ELECTRONIC FUNDS TRANSFERS: Call or write us at the phone number or address on the front of this statement (non-personal accounts contact Customer Service) if you think your statement or receipt is incorrect or if you need more information about a transfer listed on the statement or receipt. We must hear from you no later than 60 days after we sent you the FIRST statement on which the problem or error appeared. Be prepared to give us the following information: Your name and account number The dollar amount of the suspected error A description of the error or transfer you are unsure of, why you believe it is an error, or why you need more information. We will investigate your complaint and will correct any error promptly. If we take more than 10 business days (or 20 business days for new accounts) to do this, we will credit your account for the amount you think is in error so that you will have use of the money during the time it takes us to complete our investigation. IN CASE OF ERRORS OR QUESTIONS ABOUT NON-ELECTRONIC TRANSACTIONS: Contact the bank immediately if your statement is incorrect or if you need more information about any non-electronic transactions (checks or deposits) on this statement. If any such error appears, you must notify the bank in writing no later than 30 days after the statement was made available to you. For more complete details, see the Account Rules and Regulations or other applicable account agreement that governs your account. JPMorgan Chase Bank, N.A. Member FDIC *end*dre portrait disclosure message area Case 4:17-bk-03351-SHG Doc 337 Filed 08/16/17 Entered 08/16/17 16:19:16 Page of 1 2 Desc Main Document Page 80 of 80

Notice of Lodging Proposed Order filed by S. CARY FORRESTER of FORRESTER & WORTH, PLLC on behalf of GV HOSPITAL MANAGEMENT, LLC (related document(s) {{287}} Amended Disclosure Statement).(FORRESTER, S.)

F O R RE ST E R & W O RT H, PLLC 3636 NORTH CENTRAL AVENUE, SUITE 700 P H O E N I X, A R I Z O N A 8 5 01 2 6 0 2.2 5 8. 2 7 2 9 —M A I N 602.271.4300—FAX S. CARY FORRESTER (00 6342) J O H N R. W O R T H (0 1 2 9 5 0) SCF@FORRESTERANDWORTH.COM JRW@FORRESTERANDWORTH.COM COUNSEL FOR DEBTORS U N I T E D S TAT E S B A N K R U PT C Y C O U RT D I ST RI C T O F A RI Z O N A In re: Chapter 11 GV Hospital Management, LLC, Jointly Administered Debtor. Case Nos.: 4:17-bk-03351 In re: 4:17-bk-03353; and Green Valley Hospital, LLC, 4:17-bk-03354 Debtor. In re: GV II Holdings, LLC, Debtor. This Filing Applies to: ☒ All Debtors O R D E R A PP RO V I N G F I R ST A M E N D E D D I SC L O S U R E S TAT E M E N T AN D F I X I N G T I M E F O R F I L I N G A C C E PTAN C E O R R E J E C T I O N O F P L AN, C O M BI N E D W I T H N O T I C E T H E RE O F T O A L L C R E DI TO R S, E Q UI TY S EC UR I TY H O L D ER S, AN D O TH ER P AR TI ES IN I N T ER E ST: Debtors and secured creditor Green Valley Medical Investments, LLC (the "Proponents"), having filed a Disclosure Statement in Support of First Amended Joint Plan of Liquidation dated July 31, 2017 (the "Disclosure Statement") accompanying the First Amended Joint Plan of Liquidation dated July 31, 2017 (the "Plan"), and it having been determined that the Disclosure Statement contains adequate information; Case 4:17-bk-03351-SHG Doc 338 Filed 08/16/17 Entered 08/16/17 16:39:10 Desc Main Document Page 1 of 3 IT IS O RD E R E D AN D NOTICE IS H E RE BY G I VE N T H AT: A. The Court finds that notice of the hearing on approval of the Disclosure Statement was provided to all creditors, equity security holders, and interested parties and that such notice was good and sufficient under the circumstances and complied in full with all notice requirements under the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure. B. The Disclosure Statement is hereby approved. C. An initial hearing to consider the confirmation of the Plan will be held on September 14, 2017 at the United States Bankruptcy Court, 230 N. 1st Ave., Courtroom 301, Phoenix, Arizona 85003, at the hour of 3:30 p.m., with a subsequent evidentiary hearing to commence on September 18, 2017 at the hour of 8:00 a.m., at the United States Bankruptcy Court, 38 S. Scott Ave., Courtroom 329, Tucson, Arizona 85701, and continue from time to time thereafter, as the Court’s calendar may allow, until concluded. D. Within the time limits imposed by Bankruptcy Rule 2002(b), a copy of this Order, the Plan, the Disclosure Statement, any other pleadings as directed by the Court, and a ballot substantially conforming to Official Form No. 14 shall be transmitted by the Proponents by mail to all creditors, equity security holders, and other parties in interest as provided in Bankruptcy Rule 3017(d). The Proponents shall file a certificate evidencing such transmission. E. The last day for filing with the Court, pursuant to Bankruptcy Rule 3020(b)(1), written objections to confirmation of the Plan is fixed at 12:00 p.m. (noon) on September 13, 2017. Objections must also be served on counsel for the Debtors at the following address: S. Cary Forrester, Esq. 3636 N. Central Avenue, Ste. 700 Phoenix, Arizona 85012-1927 scf@forresterandworth.com F. The last day for filing with the Court written acceptances or rejections of the Plan is fixed at September 8, 2017 (the "Voting Deadline"). Ballots shall be com-pleted and returned to counsel for the Debtors at the address set forth above. G. Any Ballot that is properly completed and returned but does not indicate an acceptance or rejection of the Plan will not be counted. If a creditor casts more than one Ballot voting the same claim, the last Ballot received before the Voting Deadline will be deemed to supersede any prior Ballots. Creditors must vote all of their claims within a particular class to accept or reject the Plan and are not permitted to split their vote. 2 Case 4:17-bk-03351-SHG Doc 338 Filed 08/16/17 Entered 08/16/17 16:39:10 Desc Main Document Page 2 of 3 H. The written ballot report required by Local Bankruptcy Rule 3018 shall be filed no later than September 11, 2017. 3 Case 4:17-bk-03351-SHG Doc 338 Filed 08/16/17 Entered 08/16/17 16:39:10 Desc Main Document Page 3 of 3

Notice of Lodging Proposed Order filed by S. CARY FORRESTER of FORRESTER & WORTH, PLLC on behalf of GV HOSPITAL MANAGEMENT, LLC (related document(s) {{303}} Motion to Shorten Time).(FORRESTER, S.)

F O R RE ST E R & W O RT H, PLLC 3636 NORTH CENTRAL AVENUE, SUITE 700 P H O E N I X, A R I Z O N A 8 5 01 2 6 0 2.2 5 8. 2 7 2 9 —M A I N 602.271.4300—FAX S. CARY FORRESTER (00 6342) J O H N R. W O R T H (0 1 2 9 5 0) SCF@FORRESTERANDWORTH.COM JRW@FORRESTERANDWORTH.COM COUNSEL FOR DEBTORS U N I T E D S TAT E S B A N K R U PT C Y C O U RT D I ST RI C T O F A RI Z O N A In re: Chapter 11 GV Hospital Management, LLC, Jointly Administered Debtor. Case Nos.: 4:17-bk-03351 In re: 4:17-bk-03353; and Green Valley Hospital, LLC, 4:17-bk-03354 Debtor. In re: ORDER GRANTING MOTION TO GV II Holdings, LLC, REDUCE NOTICE PERIODS FOR: Debtor. (1) FILING OBJECTIONS TO This Filing Applies to: AMENDED PLAN; AND, ☒ ALL DEBTORS (2) INITIAL CONFIRMATION HEARING ☐ GREEN VALLEY HOSPITAL, LLC--and— ☐ GV HOSPITAL MANAGEMENT, LLC RESCHEDULING HEARINGS ON ☐ GVII HOLDINGS, LLC MOTION TO COMPEL PAYMENT OF MONTHLY IRS INSTALLMENTS AND MOTION TO ALLOW ADMINISTRATIVE CLAIM This matter came before the Court on August 15, 2017, on the Motion to Reduce Notice Periods for: (1) Filing objections to Amended Plan; and (2) Initial Confirmation Hearing (the "Motion") [DE 303], filed by Debtors and Co-Proponent Green Valley Medical Case 4:17-bk-03351-SHG Doc 339 Filed 08/16/17 Entered 08/16/17 16:42:30 Desc Main Document Page 1 of 2 Investments, LLLP. Appearances are as noted on the record. The Court, having considered the Motion, the objections filed by the Official Committee of Unsecured Creditors [DE 326] and Padmon, LLC [DE 327], together with the arguments of counsel and the entire record before it, and good cause appearing, IT IS HEREBY ORDERED, overruling the objections and granting the Motion. The initial hearing on confirmation of Debtors’ and GVMI’s First Amended Joint Plan of Liquidation Dated July 31, 2017 [DE 286] will be held on September 14, at the hour of 3:30 p.m., at the United States Bankruptcy Court, 230 N. 1st Ave., Courtroom 301, Phoenix, Arizona 85003, with a subsequent evidentiary hearing to commence on September 18, 2017 at the hour of 8:00 a.m., at the United States Bankruptcy Court, 38 S. Scott Ave., Courtroom 329, Tucson, Arizona 85701. IT IS FURTHER ORDERED, that the hearings on (1) the Motion to Compel Payment of Monthly IRS Installments, filed by James McDowell and McDowell Enterprises [DE 153], and (2) the Motion to Allow Administrative Claim, filed by the State of Arizona ex rel. Arizona Health Care Cost Containment System [DE 321], both of which are currently set for hearing on September 12, 2017 at 3:00 p.m., will be rescheduled to September 14, 2017 at the hour of 3:30 p.m., at the United States Bankruptcy Court, 230 N. 1st Ave., Courtroom 301, Phoenix, Arizona 85003. 2 Case 4:17-bk-03351-SHG Doc 339 Filed 08/16/17 Entered 08/16/17 16:42:30 Desc Main Document Page 2 of 2

Objection to Application for Attorney or Other Professional Fees / Limited Objection to Perkins Coie's First Interim Application for Compensation and Expense Reimbursement (related to motions(s){{293}}) filed by JILL H PERRELLA of Snell & Wilmer LLP on behalf of Green Valley Medical Investments, LLLP.

1 Steven D. Jerome (#018420) Jonathan M. Saffer (#022004) 2 Jill H. Perrella (#026270) SNELL & WILMER L.L.P. 3 One S. Church Ave., Ste. 1500 Tucson, AZ 85701-1630 4 E-Mail: sjerome@swlaw.com jmsaffer@swlaw.com 5 jperrella@swlaw.com Attorneys for Green Valley Medical Investments, 6 LLLP 7 8 IN THE UNITED STATES BANKRUPTCY COURT 9 FOR THE DISTRICT OF ARIZONA 10 In re: Proceedings Under Chapter 11 GV HOSPITAL MANAGEMENT, LLC; 11 GREEN VALLEY HOSPITAL, LLC, and Case No. 4:17-bk-03351-SHG GV II HOLDINGS, LLC Case No. 4:17-bk-03353-SHG 12 Case No. 4:17-bk-03354-SHG Debtors. Snell & Wilmer 13 (Jointly Administered) One S. Church Ave., #1500 Tucson, AZ 85701-1630 LAW OFFICES 14 LIMITED OBJECTION TO PERKINS L.L.P. This pleading applies to: COIE’S FIRST INTERIM 15 APPLICATION FOR All Debtors COMPENSATION AND EXPENSE 16 Specific Debtor: REIMBURSEMENT 17 Green Valley Medical Investments, LLLP ("GVMI") hereby objects, on a limited 18 basis, to the First Interim Application for Compensation and Expense Reimbursement 19 [Dkt. No. 293] ("Application") filed by Perkins Coie LLP, counsel for the Official 20 Committee of Unsecured Creditors (the "Committee"), to the extent that the proposed 21 interim order granting the Application purports to include findings that fees and costs 22 incurred by Committee’s counsel were reasonable, actual and necessary within the 23 meaning of 11 U.S.C. § 330(a). GVMI hereby reserves any and all rights to object to the 24 final approval of any fees and/or costs incurred by the Committee.1 25 1 For example, counsel for the Committee spent 38.9 hours, and incurred nearly 26 $14,000, on "preparing retention pleadings and related documents, reviewing conflict checks and preparing related internal correspondence, and reviewing invoices for the 27 [Application]." The amount of time and money spent on such tasks does not appear to be reasonable, actual or necessary under the Section 330 standard. 28 Case 4:17-bk-03351-SHG 4832-3650-7981 Doc 344 Filed 08/22/17 Entered 08/22/17 13:27:25 Desc Main Document Page 1 of 3 1 DATED this 22nd day of August, 2017. 2 SNELL & WILMER L.L.P. 3 4 By:/s/Jill H. Perrella Steven D. Jerome 5 Jonathan M. Saffer Jill H. Perrella 6 SNELL & WILMER L.L.P. One S. Church Ave. #1500 7 Tucson, AZ 85701-1630 Attorneys for Green Valley Medical 8 Investments, LLLP 9 COPY of the foregoing mailed or emailed this 22nd day of August, 2017, to: 10 Matthew Allen Silverman S. CARY FORRESTER 11 Office of the Attorney General FORRESTER & WORTH, PLLC 1275 W. Washington St. 3636 N CENTRAL AVE STE 700 12 Phoenix, AZ 85007 PHOENIX AZ 85012 Email: matthew.silverman@azag.gov Email: scf@forresterandworth.com Snell & Wilmer 13 Attorney for Debtors One S. Church Ave., #1500 Tucson, AZ 85701-1630 LAW OFFICES 14 LARRY L. WATSON Jody A. Corrales L.L.P. OFFICE OF THE U.S. TRUSTEE DeConcini McDonald Yetwin & Lacy, PC 15 230 N FIRST AVE STE 204 2525 E. Broadway Blvd., Ste. 200 PHOENIX, AZ 85003-1706 Tucson, AZ 85716-5300 16 Email: larry.watson@usdoj.gov Email: jcorrales@dmyl.com Attorneys for Padmon, LLC 17 Robert M. Charles, Jr. Steven M. Cox 18 Susan M. Freeman Waterfall Economidis Caldwell Et al. Lewis Roca Rothgerber Christie LLP Williams Center Eighth Floor 19 One S. Church Ave., Ste 700 5210 E. Williams Cr Tucson, AZ 85701 Tucson, AZ 85711 20 Email: rcharles@lrrc.com Email: smcox@waterfallattorneys.com sfreeman@lrrc.com 21 22 Dean M. Dinner Susan N. Goodman Sacks Tierney P.A. Mesch, Clark, & Rothschild, PC 23 4250 N. Drinkwater Blvd., 4th Floor 259 N. Meyer Ave. Scottsdale, AZ 85251-3693 Tucson, AZ 85701 24 Email: dean.dinner@sackstierney.com Email: sgoodman@mcrazlaw.com 25 26///27///28///-2-Case 4:17-bk-03351-SHG 4832-3650-7981 Doc 344 Filed 08/22/17 Entered 08/22/17 13:27:25 Desc Main Document Page 2 of 3 1 Jill Morton Hulsizer Michael R. Johnson AB Staffing Solutions Ray Quinney & Nebeker PC 2 3451 S. Mercy Rd., Suite 102 36 S. State St #1400 Gilbert, AZ 85297 Salt Lake City, UT 84111 3 Email: jhulsizer@ABStaffing.com Email: mjohnson@rqn.com 4 K. Kenneth Kotler Alisa C. Lacey Law Offices of K. Kenneth Kotler Stinson Leonard Street LLP 5 1901 Avenue of the Stars, Suite 1100 1850 N. Central Ave #2100 Los Angeles, CA 90067 Phoenix, AZ 85004 6 Email: Kotler@kenkotler.com Email: alisa.lacey@stinson.com 7 Julia Lin Matter Samuel A. Newman Pima County Attorney Genevieve Gray Weiner 8 32 N. Stone Ave., Suite 2100 Gibson Dunn & Crutcher LLP Tucson, AZ 85701 333 S. Grand Ave., 47th Floor 9 Email: Julia.Matter@pcao.pima.gov Los Angeles, CA 90071 Email: snewman@gibsondunn.com 10 gweiner@gibsondunn.com 11 William Novotny Kelly Singer Robert A. Shull Squire Patton Boggs (US) LLP 12 Dickinson Wright PLLC 1 E. Washington Street, Suite 2700 1850 N. Central Avenue, Suite 1400 Phoenix, AZ 85004 Snell & Wilmer 13 Phoenix, AZ 85004 Email: Kelly.singer@squirepb.com One S. Church Ave., #1500 Tucson, AZ 85701-1630 Email: wnovotny@dickinsonwright.com LAW OFFICES 14 rshull@dickinsonwright.com L.L.P. 15 Patrick A. Clisham Cristina Perez Hesano Engelman Berger PC Bellah Perez, PLLC 16 3636 N. Central Ave #700 5622 W. Glendale Ave. Phoenix, AZ 85012 Glendale, AZ 85301 17 Email: pac@eblawyers.com Email: cperez@bellahperez.com 18 Bradley A. Cosman Elizabeth A. Strange Jordan A. Kroop Denise Ann Faulk 19 Richard M. Lorenzen United States Attorneys’ Office Perkins Coie LLP 405 W. Congress St., Ste. 4800 20 2901 N. Central Ave., Ste. 2000 Tucson, AZ 85701 Phoenix, AZ 85012 Email: denise.faulk@usdoj.gov 21 Email: BCosman@perkinscoie.com JKroop@perkinscoie.com 22 RLorenzen@perkinscoie.com 23 24/s/Jill H. Perrella 25 26 27 28-3-Case 4:17-bk-03351-SHG 4832-3650-7981 Doc 344 Filed 08/22/17 Entered 08/22/17 13:27:25 Desc Main Document Page 3 of 3

Application for Attorney or Other Professional Compensation First Interim Application for Award of Fees to Equipment Appraiser Partners Healthcare Group filed by S. CARY FORRESTER of FORRESTER & WORTH, PLLC on behalf of GV HOSPITAL MANAGEMENT, LLC. (FORRESTER, S.)

F O R RE ST E R & W O RT H, PLLC 3636 NORTH CENTRAL AVENUE, SUITE 700 P H O E N I X, A R I Z O N A 8 5 01 2 6 0 2.2 5 8. 2 7 2 9 —M A I N 602.271.4300—FAX S. CARY FORRESTER (00 6342) J O H N R. W O R T H (0 1 2 9 5 0) SCF@FORRESTERANDWORTH.COM JRW@FORRESTERANDWORTH.COM COUNSEL FOR DEBTORS U NITED S TATES B ANKRUPTCY C OURT D ISTRICT OF A RIZ ONA In re: Chapter 11 GV HOSPITAL MANAGEMENT, LLC, Jointly Administered Debtor. Case Nos.: 4:17-bk-03351 In re: 4:17-bk-03353; and 4:17-bk-03354 GREEN VALLEY HOSPITAL, LLC, Debtor. FIRST INTERIM APPLICATION In re: FOR AWARD OF FEES TO GV II HOLDINGS, LLC, EQUIPMENT APPRAISER Debtor. PARTNERS HEALTHCARE GROUP THIS FILING APPLIES TO: ☒ ALL DEBTORS ☐ GREEN VALLEY HOSPITAL, LLC ☐ GV HOSPITAL MANAGEMENT, LLC ☐ GVII HOLDINGS, LLC Pursuant to 11 U.S.C. §331 and Rule 2016, Rules of Bankruptcy Procedure, Debtors hereby apply to the Court for the allowance of fees to Partners Healthcare Group ("Partners") in the amount of $3,625 for the preparation of a rebuttal to the equipment appraisal prepared for SQN Asset Finance (Guernsey) Limited Case 4:17-bk-03351-SHG Doc 345 Filed 08/22/17 Entered 08/22/17 16:40:10 Desc Main Document Page 1 of 6 ("SQN"). This Application covers the time period from June 5, 2017 through August 7, 2017. This application is more fully set forth and supported in the accompanying Memorandum of Points and Authorities. MEMORANDUM OF POINTS AND AUTHORITIES A. Narrative Summary 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 527 and 1334. This is a core proceeding under 28 U.S.C. § 157(d)(2)(B) and (O). 2. On April 3, 2017, Debtors filed their voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. Pursuant to §§ 1107(a) and 1108 of the Bankruptcy Code, Debtors are managing their assets and properties as debtors-in-possession. 3. Debtors own and operate the Green Valley Hospital in Green Valley, Arizona. 4. SQN holds a lien against much of the equipment owned by debtor Green Valley Hospital, LLC ("GVH"). 5. Debtors employed Partners, effective June 5, 2017, to appraise the equipment in which SQN claims to hold a lien. See Order Authorizing Employment of Partners Healthcare Group as Personal Property Appraiser, entered on June 9, 2017 [DE 193] (the "Employment Order"). 6. Partners received a flat fee of $15,050 for preparing the appraisal, but the flat fee did not cover its time for preparing the rebuttal. Id. 7. SQN delivered its appraisal report to Debtors on June 30, 2017. Debtors then asked Partners to prepare the rebuttal. The rebuttal was delivered to Debtors on July 12, 2017, and certain follow up work was performed later at Debtors’ instruction. Partners charged $125 per hour for its work, which totaled 29 hours. 2 Case 4:17-bk-03351-SHG Doc 345 Filed 08/22/17 Entered 08/22/17 16:40:10 Desc Main Document Page 2 of 6 8. Partners has received no payment from any source for the fees sought in this Application. 9. Partners represents that it has performed the services described above and is entitled to compensation therefore, and that the services were reasonable, necessary, and benefited Debtors. B. Evaluation Standards. 1. In preparing this application, Debtors have considered the factors that are relevant to the Court’s consideration of this Application, including the following: a. The time and labor required; b. The reasonableness of the hours reported; c. The skill required to perform the work properly; d. The preclusion of other employment due to acceptance of this case; e. The reasonableness of Applicant’s hourly rates; f. The time limitations imposed by the circumstances of this case; and, g. Awards in similar cases. After review of these factors, Debtors believe that this Application should be granted in full, as requested. 2. As is set forth in the Declaration of Thomas R. Stewart attached to Debtors’ Motion to Employ Partners [DE 189], Partners has not agreed to share its compensation with anyone. 3. There is on file the necessary statement required by Bankruptcy Rule 2014, which is incorporated herein by reference [DE 189]. 4. Debtors will pay the requested fees only to the extent that there are sufficient funds to do so without prejudicing the rights of other administrative claimants. 3 Case 4:17-bk-03351-SHG Doc 345 Filed 08/22/17 Entered 08/22/17 16:40:10 Desc Main Document Page 3 of 6 WHEREFORE, the Debtors request that Partners be awarded compensation in the amount of $3,625, and that Debtors be authorized and to pay that amount when they can do so without prejudicing the rights of other administrative claimants. Dated August 22, 2017. F ORRESTER & W ORTH, PLLC/s/SCF (006342) S. Cary Forrester Counsel for Debtors Copy of the foregoing emailed or mailed on August 22, 2017, to all those on the Official Service List found at DE 279./s/Matthew Burns Matthew Burns 4 Case 4:17-bk-03351-SHG Doc 345 Filed 08/22/17 Entered 08/22/17 16:40:10 Desc Main Document Page 4 of 6 EXHIBIT "A" 5 Case 4:17-bk-03351-SHG Doc 345 Filed 08/22/17 Entered 08/22/17 16:40:10 Desc Main Document Page 5 of 6 Case 4:17-bk-03351-SHG Doc 345 Filed 08/22/17 Entered 08/22/17 16:40:10 Desc Main Document Page 6 of 6

Notice of Bar Date Notice of Filing First Interim Application for Award of Fees to Equipment Appraiser Partners Healthcare Group; and Bar Date to Object filed by S. CARY FORRESTER of FORRESTER & WORTH, PLLC on behalf of GV HOSPITAL MANAGEMENT, LLC (related document(s) {{345}} Application for Attorney or Other Professional Compensation).(FORRESTER, S.)

F O R RE ST E R & W O RT H, PLLC 3636 NORTH CENTRAL AVENUE, SUITE 700 P H O E N I X, A R I Z O N A 8 5 01 2 6 0 2.2 5 8. 2 7 2 9 —M A I N 602.271.4300—FAX S. CARY FORRESTER (00 6342) J O H N R. W O R T H (0 1 2 9 5 0) SCF@FORRESTERANDWORTH.COM JRW@FORRESTERANDWORTH.COM COUNSEL FOR DEBTORS U NITED S TATES B ANKRUPTCY C OURT D ISTRICT OF A RIZ ONA In re: Chapter 11 GV HOSPITAL MANAGEMENT, LLC, Jointly Administered Debtor. Case Nos.: 4:17-bk-03351 In re: 4:17-bk-03353; and 4:17-bk-03354 GREEN VALLEY HOSPITAL, LLC, Debtor. NOTICE OF FILING FIRST In re: INTERIM APPLICATION FOR GV II HOLDINGS, LLC, AWARD OF FEES AND COSTS TO Debtor. EQUIPMENT APPRAISER PARTNERS HEALTHCARE GROUP THIS FILING APPLIES TO: ☒ ALL DEBTORS--AND--☐ GREEN VALLEY HOSPITAL, LLC BAR DATE TO OBJECT ☐ GV HOSPITAL MANAGEMENT, LLC ☐ GVII HOLDINGS, LLC NOTICE IS GIVEN that Debtors have filed, on behalf of their equipment appraiser, Partners Healthcare Group ("Applicant"), a First Interim Application for Award of Fees to Equipment Appraiser Partners Healthcare Group (the "Application"), in which Applicant seeks an award of fees in the amount of $3,625 for the preparation of a rebuttal to the equipment appraisal prepared for secured creditor Case 4:17-bk-03351-SHG Doc 346 Filed 08/22/17 Entered 08/22/17 16:42:39 Desc Main Document Page 1 of 2 SQN Asset Finance (Guernsey) Limited. This is Applicant’s first interim application for fees and costs. A copy of the Application is available for review at the office of the Clerk of the United States Bankruptcy Court, 38 South Scott Avenue, Suite 100, Tucson, Arizona 85701. Any person opposing the Application must file a written objection within 21 days of the date of this Notice by mail or in person with the Clerk of the United States Bankruptcy Court, 38 South Scott Avenue, Suite 100, Tucson, Arizona 85701, or electronically at the Court’s web site: ecf.azb.uscourts.gov, using the Court’s electronic filing procedures, and must also serve a copy of the objection upon counsel for the Debtors at the address listed above. If a party-in-interest timely objects to the Application in writing and requests a hearing, the matter will be placed on the calendar to be heard by a United States Bankruptcy Judge. If there is no timely written objection and request for hearing filed, no hearing will be held and the Court may summarily enter an order approving the Application. Dated August 22, 2017. F ORRESTER & W ORTH, PLLC/s/SCF (006342) S. Cary Forrester Counsel for Debtors Copy of the foregoing emailed or mailed on August 22, 2017, to all those found on the Official Service List found at DE 279./s/Matthew Burns Matthew Burns 2 Case 4:17-bk-03351-SHG Doc 346 Filed 08/22/17 Entered 08/22/17 16:42:39 Desc Main Document Page 2 of 2

Application for Attorney or Other Professional Compensation First Interim Application for Award of Fees to Real Estate Appraiser CBRE, Inc. filed by S. CARY FORRESTER of FORRESTER & WORTH, PLLC on behalf of GV HOSPITAL MANAGEMENT, LLC. (FORRESTER, S.)

F O R RE ST E R & W O RT H, PLLC 3636 NORTH CENTRAL AVENUE, SUITE 700 P H O E N I X, A R I Z O N A 8 5 01 2 6 0 2.2 5 8. 2 7 2 9 —M A I N 602.271.4300—FAX S. CARY FORRESTER (00 6342) J O H N R. W O R T H (0 1 2 9 5 0) SCF@FORRESTERANDWORTH.COM JRW@FORRESTERANDWORTH.COM COUNSEL FOR DEBTORS U NITED S TATES B ANKRUPTCY C OURT D ISTRICT OF A RIZ ONA In re: Chapter 11 GV HOSPITAL MANAGEMENT, LLC, Jointly Administered Debtor. Case Nos.: 4:17-bk-03351 In re: 4:17-bk-03353; and 4:17-bk-03354 GREEN VALLEY HOSPITAL, LLC, Debtor. FIRST INTERIM APPLICATION In re: FOR AWARD OF FEES TO REAL GV II HOLDINGS, LLC, ESTATE APPRAISER CBRE, INC. Debtor. THIS FILING APPLIES TO: ☒ ALL DEBTORS ☐ GREEN VALLEY HOSPITAL, LLC ☐ GV HOSPITAL MANAGEMENT, LLC ☐ GVII HOLDINGS, LLC Pursuant to 11 U.S.C. §331 and Rule 2016, Rules of Bankruptcy Procedure, Debtors hereby apply to the Court for the allowance of fees to CBRE, Inc. ("CBRE") in the amount of $1,100, comprised of $600 for the time CBRE spent, on an hourly Case 4:17-bk-03351-SHG Doc 347 Filed 08/22/17 Entered 08/22/17 16:47:34 Desc Main Document Page 1 of 7 fee basis, preparing a critique of the real estate appraisal prepared for secured creditor SQN Asset Finance (Guernsey) Limited ("SQN"), and $500 for certifying to Debtors an earlier appraisal prepared for its DIP lender, Lateral GV ("Lateral"). This Application covers the time period from June 7, 2017 through August 3, 2017. This application is more fully set forth and supported in the accompanying Memorandum of Points and Authorities. MEMORANDUM OF POINTS AND AUTHORITIES A. Narrative Summary 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 527 and 1334. This is a core proceeding under 28 U.S.C. § 157(d)(2)(B) and (O). 2. On April 3, 2017, Debtors filed their voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. Pursuant to §§ 1107(a) and 1108 of the Bankruptcy Code, Debtors are managing their assets and properties as debtors-in-possession. 3. Debtors own and operate the Green Valley Hospital in Green Valley, Arizona. 4. SQN holds a deed of trust against the 9.36 acres immediately to the east of the hospital building (the "Excess Land"), which is comprised of approximately 4.26 acres of unimproved land owned by debtor GV II Holdings, LLC and approximately 5.1 acres owned by affiliate Green Valley Hospital Campus Owners Association, LLC ("GV Campus Association"). 5. Debtors employed CBRE, effective June 7, 2017, to appraise the Excess Land in connection with a valuation hearing to be held on August 31, 2017. See Order Authorizing Employment of CBRE, Inc. as Real Property Appraiser, entered on June 19, 2017 [DE 205] (the "Employment Order"). 6. CBRE received a flat fee of $2,500 for preparing the appraisal, but the flat fee did not cover its time for preparing the critique. Id. 2 Case 4:17-bk-03351-SHG Doc 347 Filed 08/22/17 Entered 08/22/17 16:47:34 Desc Main Document Page 2 of 7 7. SQN delivered its appraisal report to Debtors on July 17, 2017. Debtors then asked CBRE to prepare the critique. The critique was delivered to Debtors on July 26, 2017. Pursuant to Debtors’ instructions, CBRE limited its preparation time to two hours, for which it charged $300 per hour as authorized by the Employment Order. 8. CBRE also agreed to certify to Debtors an appraisal prepared in March of 2017 for Lateral. It agreed to do so for a flat fee of $500. The court granted Debtors’ speaking motion to expand the scope of CBRE’s services to include the certification of the earlier appraisal, and the $500 fee, at the hearing on July 26, 2017. 9. CBRE delivered the re-certified appraisal to Debtors on August 3, 2017. 10. CBRE has received no payment from any source for the fees sought in this Application. 11. CBRE represents that it has performed the services described above and is entitled to compensation therefore, and that the services were reasonable, necessary, and benefited Debtors. B. Evaluation Standards. 1. In preparing this application, Debtors have considered the factors that are relevant to the Court’s consideration of this Application, including the following: a. The time and labor required; b. The reasonableness of the hours reported; c. The skill required to perform the work properly; d. The preclusion of other employment due to acceptance of this case; e. The reasonableness of Applicant’s hourly rates; f. The time limitations imposed by the circumstances of this case; and, 3 Case 4:17-bk-03351-SHG Doc 347 Filed 08/22/17 Entered 08/22/17 16:47:34 Desc Main Document Page 3 of 7 g. Awards in similar cases. After review of these factors, Debtors believe that this Application should be granted in full, as requested. 2. As is set forth in the Declaration of Byron Bridges attached to Debtors’ Motion to Employ CBRE [DE 199], CBRE has not agreed to share its compensation with anyone. 3. There is on file the necessary statement required by Bankruptcy Rule 2014, which is incorporated herein by reference [DE 199]. 4. Debtors will pay the requested fees only to the extent that there are sufficient funds to do so without prejudicing the rights of other administrative claimants. WHEREFORE, the Debtor requests that CBRE be awarded compensation in the amount of $1,100, and that Debtors be authorized and to pay that amount when they can do so without prejudicing the rights of other administrative claimants. Dated August 22, 2017. F ORRESTER & W ORTH, PLLC/s/SCF (006342) S. Cary Forrester Counsel for Debtors Copy of the foregoing emailed or mailed on August 22, 2017, to all those on the Official Service List found at DE 279./s/Matthew Burns Matthew Burns 4 Case 4:17-bk-03351-SHG Doc 347 Filed 08/22/17 Entered 08/22/17 16:47:34 Desc Main Document Page 4 of 7 EXHIBIT "A" 5 Case 4:17-bk-03351-SHG Doc 347 Filed 08/22/17 Entered 08/22/17 16:47:34 Desc Main Document Page 5 of 7 Remittance Copy 8/1/2017 Grant Lyon Green Valley Hospital, LLC 4455 South Interstate 19 Frontage Road Green Valley, AZ 85614 United States INVOICE Invoice No.: 41271-PH171881A Invoice for: Standard Appraisal Report Subject Name: Green Valley Hospital and Medical Office Building 4455 North I-19 Frontage Road Green Valley, AZ 85614 United States Invoice Amounts (USD): Professional Fee $600.00 Plus Expenses $0.00 Total Invoice $600.00 Less Payments Received $0.00 Total Balance Now Due $600.00 Please make your check payable to: CBRE, Inc. Attn: Bank of America Lockbox Services P.O. Box 281620 Location Code 4158 Atlanta, GA 30384-1620 United States and return with one copy of this invoice to the above address. For questions contact: Wire/ACH Instructions Donna Hawkins Bank Name: Wells Fargo (602) 735-5560 Address: 420 Montgomery Street San Francisco, CA 94104 United States ABA Number: 121000248/Swift ID: WFBIUS6S Bank Contact: Michelle Polcari Telephone: 310-606-4792 Name on A/c: CBRE Valuation Wire Receipts Federal Tax ID: 95-2743174 General A/c: 4121248561 Reference: 41271-PH171881 Donna Hawkins Case 4:17-bk-03351-SHG Doc 347 Filed 08/22/17 Entered 08/22/17 16:47:34 Desc Main Document Page 6 of 7 Remittance Copy 7/31/2017 Grant Lyon Green Valley Hospital, LLC 4455 South Interstate 19 Frontage Road Green Valley, AZ 85614 United States INVOICE Invoice No.: 41271-PH172238 Invoice for: Comprehensive Appraisal Report Subject Name: Proposed Mixed-Use Project 4455 South Interstate 19 Frontage Road Green Valley, AZ 85614 United States Invoice Amounts (USD): Professional Fee $500.00 Plus Expenses $0.00 Total Invoice $500.00 Less Payments Received $0.00 Total Balance Now Due $500.00 Please make your check payable to: CBRE, Inc. Attn: Donna Hawkins 2415 East Camelback Road Phoenix, AZ. 85016 United States United States and return with one copy of this invoice to the above address. For questions contact: Wire/ACH Instructions Donna Hawkins Bank Name: Wells Fargo (602) 735-5560 Address: 420 Montgomery Street San Francisco, CA 94104 United States ABA Number: 121000248/Swift ID: WFBIUS6S Bank Contact: Michelle Polcari Telephone: 310-606-4792 Name on A/c: CBRE Valuation Wire Receipts Federal Tax ID: 95-2743174 General A/c: 4121248561 Reference: 41271-PH172238 Donna Hawkins Case 4:17-bk-03351-SHG Doc 347 Filed 08/22/17 Entered 08/22/17 16:47:34 Desc Main Document Page 7 of 7

Notice of Bar Date Notice of Filing First Interim Application for Award of Fees to Real Estate Appraiser CBRE, Inc.; and Bar Date to Object filed by S. CARY FORRESTER of FORRESTER & WORTH, PLLC on behalf of GV HOSPITAL MANAGEMENT, LLC (related document(s) {{347}} Application for Attorney or Other Professional Compensation).(FORRESTER, S.)

F O R RE ST E R & W O RT H, PLLC 3636 NORTH CENTRAL AVENUE, SUITE 700 P H O E N I X, A R I Z O N A 8 5 01 2 6 0 2.2 5 8. 2 7 2 9 —M A I N 602.271.4300—FAX S. CARY FORRESTER (00 6342) J O H N R. W O R T H (0 1 2 9 5 0) SCF@FORRESTERANDWORTH.COM JRW@FORRESTERANDWORTH.COM COUNSEL FOR DEBTORS U NITED S TATES B ANKRUPTCY C OURT D ISTRICT OF A RIZ ONA In re: Chapter 11 GV HOSPITAL MANAGEMENT, LLC, Jointly Administered Debtor. Case Nos.: 4:17-bk-03351 In re: 4:17-bk-03353; and 4:17-bk-03354 GREEN VALLEY HOSPITAL, LLC, Debtor. NOTICE OF FILING FIRST In re: INTERIM APPLICATION FOR GV II HOLDINGS, LLC, AWARD OF FEES AND COSTS TO Debtor. REAL ESTATE APPRAISER CBRE, INC. THIS FILING APPLIES TO: ☒ ALL DEBTORS--AND--☐ GREEN VALLEY HOSPITAL, LLC BAR DATE TO OBJECT ☐ GV HOSPITAL MANAGEMENT, LLC ☐ GVII HOLDINGS, LLC NOTICE IS GIVEN that Debtors have filed, on behalf of their appraiser, CBRE, Inc. ("Applicant"), a First Interim Application for Award of Fees to Real Estate Appraiser CBRE, Inc. (the "Application"), in which Applicant seeks an award of Case 4:17-bk-03351-SHG Doc 348 Filed 08/22/17 Entered 08/22/17 16:49:41 Desc Main Document Page 1 of 2 fees in the amount of $1,100. This is Applicant’s first interim application for fees and costs. A copy of the Application is available for review at the office of the Clerk of the United States Bankruptcy Court, 38 South Scott Avenue, Suite 100, Tucson, Arizona 85701. Any person opposing the Application must file a written objection within 21 days of the date of this Notice by mail or in person with the Clerk of the United States Bankruptcy Court, 38 South Scott Avenue, Suite 100, Tucson, Arizona 85701, or electronically at the Court’s web site: ecf.azb.uscourts.gov, using the Court’s electronic filing procedures, and must also serve a copy of the objection upon counsel for the Debtors at the address listed above. If a party-in-interest timely objects to the Application in writing and requests a hearing, the matter will be placed on the calendar to be heard by a United States Bankruptcy Judge. If there is no timely written objection and request for hearing filed, no hearing will be held and the Court may summarily enter an order approving the Application. Dated August 22, 2017. F ORRESTER & W ORTH, PLLC/s/SCF (006342) S. Cary Forrester Counsel for Debtors Copy of the foregoing emailed or mailed on August 22, 2017, to all those on the Official Service List found at DE 279./s/Matthew Burns Matthew Burns 2 Case 4:17-bk-03351-SHG Doc 348 Filed 08/22/17 Entered 08/22/17 16:49:41 Desc Main Document Page 2 of 2

Application for Attorney or Other Professional Compensation First Interim Application for Award of Fees and Expenses to Edwards, Largay, Mihaylo & Co., PLC as Tax Accountants to Debtors filed by S. CARY FORRESTER of FORRESTER & WORTH, PLLC on behalf of GV HOSPITAL MANAGEMENT, LLC. (FORRESTER, S.)

F O R RE ST E R & W O RT H, PLLC 3636 NORTH CENTRAL AVENUE, SUITE 700 P H O E N I X, A R I Z O N A 8 5 01 2 6 0 2.2 5 8. 2 7 2 9 —M A I N 602.271.4300—FAX S. CARY FORRESTER (00 6342) J O H N R. W O R T H (0 1 2 9 5 0) SCF@FORRESTERANDWORTH.COM JRW@FORRESTERANDWORTH.COM COUNSEL FOR DEBTORS U NITED S TATES B ANKRUPTCY C OURT D ISTRICT OF A RIZ ONA In re: Chapter 11 GV HOSPITAL MANAGEMENT, LLC, Jointly Administered Debtor. Case Nos.: 4:17-bk-03351 In re: 4:17-bk-03353; and 4:17-bk-03354 GREEN VALLEY HOSPITAL, LLC, Debtor. FIRST INTERIM APPLICATION In re: FOR AWARD OF FEES AND GV II HOLDINGS, LLC, EXPENSES TO EDWARDS, Debtor. LARGAY, MIHAYLO & CO., PLC AS TAX ACCOUNTANTS TO THIS FILING APPLIES TO: DEBTORS ☒ ALL DEBTORS ☐ GREEN VALLEY HOSPITAL, LLC ☐ GV HOSPITAL MANAGEMENT, LLC ☐ GVII HOLDINGS, LLC Pursuant to 11 U.S.C. § 331 and Rule 2016, Rules of Bankruptcy Procedure, Debtors hereby apply to the Court for the allowance of fees in the amount of $19,127.48 and expenses in the amount of $155.69 to its tax accountants, Edwards, Case 4:17-bk-03351-SHG Doc 349 Filed 08/22/17 Entered 08/22/17 17:00:14 Desc Main Document Page 1 of 14 Largay, Mihaylo & Co., PLC ("ELM") for the time period from June 5, 2017 through July 31, 2017. This is ELM’s first interim application for fees and costs. This Application is supported by the accompanying Memorandum of Points and Authorities, and the detailed billing statement attached hereto. MEMORANDUM OF POINTS AND AUTHORITIES A. Narrative Summary 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 527 and 1334. This is a core proceeding under 28 U.S.C. § 157(d)(2)(B) and (O). 2. On April 3, 2017, Debtors filed their voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. Pursuant to §§ 1107(a) and 1108 of the Bankruptcy Code, Debtors are managing their assets and properties as debtors-in-possession. 3. Debtors own and operate the Green Valley Hospital in Green Valley, Arizona. 4. Debtors employed ELM, effective as of June 5, 2017, to prepare and file their federal and state tax returns for 2016 and to provide general tax advice. See Order Authorizing Employment of Edwards, Largay, Mihaylo & Co., PLC, entered on June 7, 2017 [DE 186] (the "Employment Order"). 5. ELM seeks a total of $19,127.48 in fees and expenses for the time period from June 5, 2017 through July 31, 2017. 6. The services rendered by ELM are detailed in the attached billing statement. 7. ELM billed for its services at the following agreed upon rates: Name of Professional Hourly Rate Charles Mihaylo $340 John Harvoy $252 2 Case 4:17-bk-03351-SHG Doc 349 Filed 08/22/17 Entered 08/22/17 17:00:14 Desc Main Document Page 2 of 14 Name of Professional Hourly Rate Brandon Temple $140 Deborah Ahl $88 Angela Pepe $76 8. None of the time spent in regard to the matters described herein was wasted, inappropriate, or unnecessary to the proper discharge of ELM’s duties. 9. ELM received a retainer of $20,000 upon entry of the Employment Order. The retainer is to be applied to the amount of its final invoice. 10. ELM has received no payment from any source for the fees sought in this Application. 11. ELM represents that it has performed the services described above and is entitled to compensation therefore, and that the services were reasonable, necessary, and benefited Debtors. B. Evaluation Standards. 1. In preparing this application, Debtors have considered the factors that are relevant to the Court’s consideration of this Application, including the following: a. The time and labor required; b. The reasonableness of the hours reported; c. The skill required to perform the work properly; d. The preclusion of other employment due to acceptance of this case; e. The reasonableness of ELM’s hourly rates; f. The time limitations imposed by the circumstances of this case; and, g. Awards in similar cases. After review of these factors, Debtors believe that this Application should be granted in full, as requested. 3 Case 4:17-bk-03351-SHG Doc 349 Filed 08/22/17 Entered 08/22/17 17:00:14 Desc Main Document Page 3 of 14 2. As is set forth in the Declaration of Charles V. Mihaylo attached to Debtors’ Motion to Employ ELM [DE 182], ELM has not agreed to share its compensation with anyone. 3. There is on file the necessary statement required by Bankruptcy Rule 2014, which is incorporated herein by reference [DE 182]. WHEREFORE, Debtors request: (1) That ELM be awarded fees in the amount of $19,127.48 and expenses in the amount of $155.69 for the time period from June 5, 2017 through July 31, 2017; and (2) That Debtors be authorized and instructed to pay the foregoing amount to ELM when they can do so without prejudicing the rights of other administrative claimants. Dated August 22, 2017. F ORRESTER & W ORTH, PLLC/s/SCF (006342) S. Cary Forrester John R. Worth Counsel for Debtors Copy of the foregoing emailed or mailed on August 22, 2017, to the following: All those on the Official Service List found at DE 279./s/Matthew Burns Matthew Bur 4 Case 4:17-bk-03351-SHG Doc 349 Filed 08/22/17 Entered 08/22/17 17:00:14 Desc Main Document Page 4 of 14 EXHIBIT "A" Case 4:17-bk-03351-SHG Doc 349 Filed 08/22/17 Entered 08/22/17 17:00:14 Desc Main Document Page 5 of 14   Edwards, Largay, Mihaylo & Co., PLC 333 East Osborn Road, Suite 260 Phoenix, Arizona 85012 Phone:(602) 285-0500 Fax: (602) 285-0598 ELMCO@ELMCOcpas.com GREEN VALLEY HOSPITAL, LLC-BANKRUPTCY ID: 85262BKRPT Invoice: 28790 Date: 06/30/2017 Due Date: 07/30/2017 For Professional Services Rendered As Follows: Preparation of Federal and State partnership $1,217.16 tax returns. Harvoy, John 4.83 06/13/2017 Harvoy, John Discuss needed information with 0.50 Brandon. Discuss entities and tax plan to finish tax returns. 06/21/2017 Harvoy, John Send email to John Moore regarding tax 2.33 information needed. Phone call with John regarding same. Gather tax documents for meeting. Discuss all tax issues with Chuck. 06/23/2017 Harvoy, John Send email to John Moore regarding 1.00 missing and needed information. Review file for needed information. 06/30/2017 Harvoy, John Read email from John Moore. Review TB 1.00 and GL sent by Dione Heer. Send reply emails to Dione. Client meetings on income tax consulting $787.36 matters. Harvoy, John 1.33 06/22/2017 Harvoy, John Meeting with John Moore, John Matuska 1.33 and Chuck Mihaylo to discuss 2016 tax filings and information needed. Mihaylo, Charles 1.33 06/22/2017 Mihaylo, Meet with John Moore, John Matuska 1.33 Charles and John Harvoy to discuss information needed along with due dates of the 2016 tax returns. Also discuss condition of accounting records and issues with 2015 tax returns. Tax planning. $770.00 Temple, Brandon 5.50 Case 4:17-bk-03351-SHG Doc 349 Filed 08/22/17 Entered 08/22/17 17:00:14 Desc Main Document Page 6 of 14 GREEN VALLEY HOSPITAL, LLC-BANKRUPTCY Page 2 of 3 06/05/2017 Temple, Meet with Chuck to discuss tax project 1.00 Brandon and updates to court proceedings; Review court order granting our firm authorization to perform services and send client listing of rates for professionals; Tie-down documents and add to tax files 06/06/2017 Temple, Review all court orders received in our 2.50 Brandon office to be current with bankruptcy court proceedings and possible tax return impact; Make notes to file and document in engagement; Begin tax budgets and initial staff assignment planning for all projects 06/13/2017 Temple, Research and generate client information 2.00 Brandon document request for entity and 6 other related entities based upon 2015 client flies Special projects: $76.00 Pepe, Angela 1.00 06/14/2017 Pepe, Angela Scan/File bankruptcy documents to File 1.00 Cabinet & Perm File for our records Travel-tax. $2,368.00 Harvoy, John 4.00 06/22/2017 Harvoy, John Drive time to GV hospital. 4.00 Mihaylo, Charles 4.00 06/22/2017 Mihaylo, Travel to Green Valley from Phoenix to 4.00 Charles meet with John Moore and John Matuska. Travel-mileage. $155.69 Edwards, Largay, Mihaylo & Co., PLC, FIRM 155.69 06/22/2017 Edwards, CVM mileage 155.69 Largay, Mihaylo & Co., PLC, FIRM Clerical services-Agreed Upon Procedures. $22.00 Ahl, Deborah 0.25 06/05/2017 Ahl, Deborah Edit/print bankruptcy F/S engmt ltr; 0.25 process same Case 4:17-bk-03351-SHG Doc 349 Filed 08/22/17 Entered 08/22/17 17:00:14 Desc Main Document Page 7 of 14 GREEN VALLEY HOSPITAL, LLC-BANKRUPTCY Page 3 of 3 Billed Time & Expenses $5,396.21 Invoice Total $5,396.21 Beginning Balance $0.00 Invoices 5,396.21 Receipts 0.00 Adjustments 0.00 Service Charges 0.00 Amount Due $5,396.21 06/30/2017 05/31/2017 04/30/2017 03/31/2017 02/28/2017+ Total 5,396.21 0.00 0.00 0.00 0.00 $5,396.21 Please return this portion with payment. Invoice: 28790 Date: 06/30/2017 Amount Due: $5,396.21 ID: 85262BKRP GREEN VALLEY HOSPITAL, LLC-T BANKRUPTCY Amount Enclosed: $______________ Credit Card Payment Information A processing fee of 3.5% of the payment amount will be added to your payment. We do NOT accept American Express at this time. Name on card: ___________________________________ Card #: _______________________________________ Exp Date: _________ CVV: _________ Signature: _______________________________________ Billing Zip: _________ Amount Due is payable upon receipt of bill. Delinquent accounts will be charged a finance charge of 1.50 percent per month. Thank you for keeping your account current. Case 4:17-bk-03351-SHG Doc 349 Filed 08/22/17 Entered 08/22/17 17:00:14 Desc Main Document Page 8 of 14   Edwards, Largay, Mihaylo & Co., PLC 333 East Osborn Road, Suite 260 Phoenix, Arizona 85012 Phone:(602) 285-0500 Fax: (602) 285-0598 ELMCO@ELMCOcpas.com GREEN VALLEY HOSPITAL, LLC-BANKRUPTCY ID: 85262BKRPT Invoice: 28866 4455 S I-19 FRONTAGE RD Date: 07/31/2017 GREEN VALLEY, AZ 85622 Due Date: 08/30/2017 For Professional Services Rendered As Follows: Preparation of Federal and State partnership $5,729.76 tax returns for the year ended December 31, 2016. Harvoy, John 4.00 07/07/2017 Harvoy, John Read and reply to Dione's email regarding 0.50 various accounting issues. 07/12/2017 Harvoy, John Discuss accounting with Brandon. 0.50 07/28/2017 Harvoy, John Assist Brandon in tax accounting and 1.00 review balance sheet and income statement of parent entity. 07/31/2017 Harvoy, John Assist staff with tax prep. Review issues 2.00 associated with tax prep. Discuss return with Brandon and Chuck. Write emails to John Moore and Cary regarding year end issues. Morris, Lisa 32.66 07/18/2017 Morris, Lisa Review client TB and tie out accounts for 3.50 GVH MOB 3, LLC 07/20/2017 Morris, Lisa Continue working on client TB and 4.75 various accounts 07/21/2017 Morris, Lisa Continue working on client TB and 4.00 various accounts 07/24/2017 Morris, Lisa Tie out trial balance and make tax and 7.83 accounting AJEs for GVH MOB 3 07/25/2017 Morris, Lisa Input tax information into tax software for 6.33 GVH MOB 3 and work with John on various issues 07/27/2017 Morris, Lisa Make changes to tax input for GVH, LLC 1.25 and discuss with John 07/31/2017 Morris, Lisa Continue inputting tax information for 5.00 GVH, LLC and discuss various issues with John Case 4:17-bk-03351-SHG Doc 349 Filed 08/22/17 Entered 08/22/17 17:00:14 Desc Main Document Page 9 of 14 GREEN VALLEY HOSPITAL, LLC-BANKRUPTCY Page 2 of 4 Temple, Brandon 2.00 07/12/2017 Temple, Receive files from client, review 1.00 Brandon information and compare to client trial balance; Add documents to fax file for preparation and discuss with Chuck & John re: GVH MOB 3, LLC 07/28/2017 Temple, Call Sara to discuss year-end financial 1.00 Brandon statements received and next steps for short-period accounting; Analyze year-end statements and work with John to help client with next steps to complete short-period tax return filling for Green Valley Hospital SMLLC-Tax accounting. $3,160.00 Harvoy, John 0.50 07/27/2017 Harvoy, John Assist staff with accounting and 0.50 reconciling items. Morris, Lisa 20.25 07/18/2017 Morris, Lisa Review client TB and tie out accounts in 4.00 SMLLC, GVH MOB, LLC, and various workpapers to tax files 07/19/2017 Morris, Lisa Review client TB and tie out accounts in 5.00 SMLLC, GVH MOB 2, LLC; Add various workpapers to tax files 07/19/2017 Morris, Lisa Continue to tie out accounts and to make 3.00 necessary AJEs in GVH MOB, LLC 07/20/2017 Morris, Lisa Continue to tie out accounts and make 3.25 necessary AJEs in GVH MOB 2, LLC 07/26/2017 Morris, Lisa Clear points and make changes for GVH 1.50 MOB 1 after referencer's notes 07/26/2017 Morris, Lisa Input tax information into tax software for 1.50 GVH MOB 1 07/28/2017 Morris, Lisa Input tax information into tax software for 2.00 GVH MOB 2 Temple, Brandon 2.00 07/12/2017 Temple, Receive files from client, review 1.00 Brandon information and compare to client trial balance; Add documents to fax file for preparation and work with Chuck re: GVH MOB 2, LLC 07/12/2017 Temple, Receive files from client, review 1.00 Brandon information and compare to client trial balance; Add documents to fax file for preparation and work with Chuck re: GVH MOB, LLC Case 4:17-bk-03351-SHG Doc 349 Filed 08/22/17 Entered 08/22/17 17:00:14 Desc Main Document Page 10 of 14 GREEN VALLEY HOSPITAL, LLC-BANKRUPTCY Page 3 of 4 Other return preparation. $408.00 Morris, Lisa 3.00 07/31/2017 Morris, Lisa Continue inputting tax information for 3.00 GVH MOB 3 Supervision and review-Tax. $1,019.20 Harvoy, John 2.25 07/25/2017 Harvoy, John Review SMLLC accounting in order to 0.75 complete consolidated tax return. 07/25/2017 Harvoy, John Review tax work papers of LLC entity tied 1.50 to GVH. Discuss with Lisa. Mihaylo, Charles 1.33 07/12/2017 Mihaylo, Work with Brandon on various issues with 0.50 Charles short period return due on 8-15-17. 07/17/2017 Mihaylo, Meet with staff on issues with short period 0.33 Charles for 11-3-16 to 12-31-16. 07/31/2017 Mihaylo, Work with John and staff on issues with 0.50 Charles 11-2-16 tax return preparation. Billed Time & Expenses $10,316.96 Invoice Total $10,316.96 Beginning Balance $5,396.21 Invoices 10,316.96 Receipts 0.00 Adjustments 0.00 Service Charges 0.00 Amount Due $15,713.17 Case 4:17-bk-03351-SHG Doc 349 Filed 08/22/17 Entered 08/22/17 17:00:14 Desc Main Document Page 11 of 14 GREEN VALLEY HOSPITAL, LLC-BANKRUPTCY Page 4 of 4 07/31/2017 06/30/2017 05/31/2017 04/30/2017 03/31/2017+ Total 10,316.96 5,396.21 0.00 0.00 0.00 $15,713.17 Please return this portion with payment. Invoice: 28866 Date: 07/31/2017 Amount Due: $15,713.17 ID: 85262BKRP GREEN VALLEY HOSPITAL, LLC-T BANKRUPTCY Amount Enclosed: $______________ Credit Card Payment Information A processing fee of 3.5% of the payment amount will be added to your payment. We do NOT accept American Express at this time. Name on card: ___________________________________ Card #: _______________________________________ Exp Date: _________ CVV: _________ Signature: _______________________________________ Billing Zip: _________ Amount Due is payable upon receipt of bill. Delinquent accounts will be charged a finance charge of 1.50 percent per month. Thank you for keeping your account current. Case 4:17-bk-03351-SHG Doc 349 Filed 08/22/17 Entered 08/22/17 17:00:14 Desc Main Document Page 12 of 14   Edwards, Largay, Mihaylo & Co., PLC 333 East Osborn Road, Suite 260 Phoenix, Arizona 85012 Phone:(602) 285-0500 Fax: (602) 285-0598 ELMCO@ELMCOcpas.com GV HOSPITAL MANAGEMENT LLC-BANKRUPTCY ID: 85296BKRPT Invoice: 28867 4455 S I-19 FRONTAGE RD Date: 07/31/2017 GREEN VALLEY, AZ 85622 Due Date: 08/30/2017 For Professional Services Rendered As Follows: SMLLC-Tax accounting. $3,570.00 Temple, Brandon 25.50 07/05/2017 Temple, Review and start accounting reconciliation 1.00 Brandon work on GV Hospital Management based upon information sent from Dione; Add information to tax files and make notes for staff 07/12/2017 Temple, Receive files from client, review 1.50 Brandon information and compare to client trial balance; Add documents to fax file for preparation for GV Hospital Management, LLC 07/18/2017 Temple, Separate and input entire trial balance in 4.00 Brandon accounting software and begin tie-out of balance sheet accounts for GV Hospital Management, LLC 07/19/2017 Temple, Start fixed asset review for GV Hospital 3.00 Brandon Management 07/20/2017 Temple, Complete initial review of GV Hospital 6.00 Brandon Management accounting and send list of missing items to client 07/24/2017 Temple, Review client's responses to missing 3.50 Brandon items, add new documents to tax file and tie back to trial balance; Send additional questions to help move along final accounting tie-outs for GV Hospital Management, LLC 07/27/2017 Temple, Review client's additional responses to 5.00 Brandon missing items, add new documents to tax file and tie back to trial balance for GV Hospital Management, LLC 07/28/2017 Temple, Review client's additional responses to 1.50 Brandon missing items, add new documents to tax file and tie back to trial balance; Complete initial sub accounting review for short-period and start tax adjustments for GV Hospital Management, LLC Case 4:17-bk-03351-SHG Doc 349 Filed 08/22/17 Entered 08/22/17 17:00:14 Desc Main Document Page 13 of 14 GV HOSPITAL MANAGEMENT LLC-BANKRUPTCY Page 2 of 2 Billed Time & Expenses $3,570.00 Invoice Total $3,570.00 Beginning Balance $0.00 Invoices 3,570.00 Receipts 0.00 Adjustments 0.00 Service Charges 0.00 Amount Due $3,570.00 07/31/2017 06/30/2017 05/31/2017 04/30/2017 03/31/2017+ Total 3,570.00 0.00 0.00 0.00 0.00 $3,570.00 Please return this portion with payment. Invoice: 28867 Date: 07/31/2017 Amount Due: $3,570.00 ID: 85296BKRP GV HOSPITAL MANAGEMENT LLC-T BANKRUPTCY Amount Enclosed: $______________ Credit Card Payment Information A processing fee of 3.5% of the payment amount will be added to your payment. We do NOT accept American Express at this time. Name on card: ___________________________________ Card #: _______________________________________ Exp Date: _________ CVV: _________ Signature: _______________________________________ Billing Zip: _________ Amount Due is payable upon receipt of bill. Delinquent accounts will be charged a finance charge of 1.50 percent per month. Thank you for keeping your account current. Case 4:17-bk-03351-SHG Doc 349 Filed 08/22/17 Entered 08/22/17 17:00:14 Desc Main Document Page 14 of 14

Notice of Bar Date Notice of Filing First Interim Application for Award of Fees and Expenses to Edwards, Largay, Mihaylo & Co., PLC as Tax Accountants to Debtors; and Bar Date to Object filed by S. CARY FORRESTER of FORRESTER & WORTH, PLLC on behalf of GV HOSPITAL MANAGEMENT, LLC (related document(s) {{349}} Application for Attorney or Other Professional Compensation).(FORRESTER, S.)

F O R RE ST E R & W O RT H, PLLC 3636 NORTH CENTRAL AVENUE, SUITE 700 P H O E N I X, A R I Z O N A 8 5 01 2 6 0 2.2 5 8. 2 7 2 9 —M A I N 602.271.4300—FAX S. CARY FORRESTER (00 6342) J O H N R. W O R T H (0 1 2 9 5 0) SCF@FORRESTERANDWORTH.COM JRW@FORRESTERANDWORTH.COM COUNSEL FOR DEBTORS U NITED S TATES B ANKRUPTCY C OURT D ISTRICT OF A RIZ ONA In re: Chapter 11 GV HOSPITAL MANAGEMENT, LLC, Jointly Administered Debtor. Case Nos.: 4:17-bk-03351 In re: 4:17-bk-03353; and 4:17-bk-03354 GREEN VALLEY HOSPITAL, LLC, Debtor. NOTICE OF FILING FIRST In re: INTERIM APPLICATION FOR GV II HOLDINGS, LLC, AWARD OF FEES AND COSTS TO Debtor. THE TAX ACCOUNTANTS FOR THE DEBTORS THIS FILING APPLIES TO: ☒ ALL DEBTORS--AND--☐ GREEN VALLEY HOSPITAL, LLC BAR DATE TO OBJECT ☐ GV HOSPITAL MANAGEMENT, LLC ☐ GVII HOLDINGS, LLC NOTICE IS GIVEN that, on August 22, 2017, Debtors filed their First Interim Application for Award of Fees and Costs to Edwards, Largay, Mihaylo & Co., PLC ("ELM") as Tax Accountants for the Debtors (the "Application") in which they seek the award to ELM of fees in the amount of $19,127.48 and Case 4:17-bk-03351-SHG Doc 350 Filed 08/22/17 Entered 08/22/17 17:06:00 Desc Main Document Page 1 of 2 expenses in the amount of $155.69, for a total of $19,283.17, for the time period from June 5, 2017 through July 31, 2017. This is ELM’s first interim application for fees and costs. A copy of the Application is available for review at the office of the Clerk of the United States Bankruptcy Court, 38 South Scott Avenue, Suite 100, Tucson, Arizona 85701. Any person opposing the Application must file a written objection within 21 days of the date of this Notice by mail or in person with the Clerk of the United States Bankruptcy Court, 38 South Scott Avenue, Suite 100, Tucson, Arizona 85701, or electronically at the Court’s web site: ecf.azb.uscourts.gov, using the Court’s electronic filing procedures, and must also serve a copy of the objection upon counsel for the Debtors at the address listed above. If a party-in-interest timely objects to the Application in writing and requests a hearing, the matter will be placed on the calendar to be heard by a United States Bankruptcy Judge. If there is no timely written objection and request for hearing filed, no hearing will be held and the Court may summarily enter an order approving the Application. Dated August 22, 2017. F ORRESTER & W ORTH, PLLC/s/SCF (006342) S. Cary Forrester Counsel for Debtors Copy of the foregoing emailed or mailed on August 22, 2017, to all those on the Official Service List found at DE 279./s/Matthew Burns Matthew Burns 2 Case 4:17-bk-03351-SHG Doc 350 Filed 08/22/17 Entered 08/22/17 17:06:00 Desc Main Document Page 2 of 2

Minutes of Hearing held on: 08/15/2017 Subject: HEARING ON APPROVAL OF AMENDED DISCLOSURE STATEMENT DATED JULY 31, 1027. (set at hrg. held 7/26/17) AND EXPEDITED HEARING ON MOTION TO REDUCE NOTICE PERIODS FOR: (1) FILING OBJECTIONS TO AMENDED PLAN; AND (2) INITIAL CONFIRMATION HEARING FILED BY JILL H PERRELLA OF SNELL & WILMER LLP ON BEHALF OF GREEN VALLEY MEDICAL INVESTMENTS, LLLP. (vCal Hearing ID (1207573)). (related document(s) {{202}}, {{307}})

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF ARIZONA Minute Entry Hearing Information: Debtor: GV HOSPITAL MANAGEMENT, LLC Case Number: 4:17-BK-03351-SHG Chapter: 11 Date/Time/Room: TUESDAY, AUGUST 15, 2017 03:00 PM COURTROOM 329 Bankruptcy Judge: SCOTT H. GAN Courtroom Clerk: TERESA MATTINGLY Reporter/ECR: ALICIA JOHNS 0.00 Matters: 1) HEARING ON APPROVAL OF AMENDED DISCLOSURE STATEMENT DATED JULY 31, 1027. (set at hrg. held 7/26/17) R/M #: 202/0 2) EXPEDITED HEARING ON MOTION TO REDUCE NOTICE PERIODS FOR: (1) FILING OBJECTIONS TO AMENDED PLAN; AND (2) INITIAL CONFIRMATION HEARING FILED BY JILL H PERRELLA OF SNELL & WILMER LLP ON BEHALF OF GREEN VALLEY MEDICAL INVESTMENTS, LLLP. R/M #: 307/0 Appearances: LARRY L. WATSON, ATTORNEY FOR U.S. TRUSTEE, Appearing by telephone S. CARY FORRESTER, ATTORNEY FOR GV HOSPITAL MANAGEMENT, LLC STEVEN D. JEROME, ATTORNEY FOR GREEN VALLEY MEDICAL INVESTMENTS JONATHAN M. SAFFER, ATTORNEY FOR GREEN VALLEY MEDICAL INVESTMENTS JODY A. CORRALES, ATTORNEY FOR PADMON INC. ROBERT M CHARLES, ATTORNEY FOR SQN ASSET FINANCE BRADLEY A COSMAN, ATTORNEY FOR THE CREDITORS' COMMITTEE RICHARD LORENZEN, ATTORNEY FOR THE CREDITORS' COMMITTEE SAMUEL A NEWMAN, ATTORNEY FOR LATERAL U.S. CREDIT OPPORTUNITIES FUND KELLY SINGER, ATTORNEY FOR LATERAL U.S. CREDIT OPPORTUNITIES FUND DEAN M. DINNER, ATTORNEY FOR JAMES MCDOWELL AND MCDOWELL ENTERPRISES CHRISTOPHER DYLLA, ATTORNEY FOR THE ARIZONA DEPARTMENT OF REVENUE, Appearing by telephone DENISE FAULK, ATTORNEY FOR THE IRS Case 4:17-bk-03351-SHG Doc 351 Filed 08/15/17 Entered 08/23/17 12:15:50 Desc Page 1 of 7 08/23/2017 12:15:35PM Main Document Page 1 of 7 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF ARIZONA Minute Entry (continue)... 4:17-BK-03351-SHG TUESDAY, AUGUST 15, 2017 03:00 PM Proceedings: 1.00 ITEM 1: HEARING ON APPROVAL OF AMENDED DISCLOSURE STATEMENT DATED JULY 31, 1027. ITEM 2: EXPEDITED HEARING ON MOTION TO REDUCE NOTICE PERIODS FOR: (1) FILING OBJECTIONS TO AMENDED PLAN; AND (2) INITIAL CONFIRMATION HEARING. Mr. Forrester reminds the Court of the debtors' daunting situation as they face running out of money by the end of September. He updates the Court that the debtor is in negotiations with the DIP lender. He starts with the U.S. Trustee's objection that the debtor has not properly identified the sources of information contained in the disclosure statement. There is a paragraph where all the sources of information are explained and to the best of the debtor's knowledge, the information is accurate. The U.S. Trustee also objects on the basis that the debtor has not provided enough detail about what is being paid for the assets being sold. This is not a credit bid and the assets are being sold to Newco. The amount being paid is described in the disclosure statement and he reviews the details for the benefit of the Court and the parties. The Court thinks the confusion arises from the fact that counsel called this a deemed foreclosure of a security interest in the course of the plan. Mr. Forrester responds that the deemed foreclosure occurs after the assets have left the estate and been transferred to Newco. He thinks the real issue is that most parties have focused on the validity of GVMI's claim. He discusses the objection by the U.S. Trustee's office that GVMI will be the beneficiary of third party releases. There are no third party releases for any conduct of GVMI that occurred before the case was filed. The only place there is a third party release is in the exculpation provision and that has to do with post-petition conduct. The Court engages Mr. Forrester in discussion regarding the purchase of the debtors' claims by Newco and how that purchase might affect the creditors' rights regarding claims that may exist against GVMI for pre or post-petition conduct. Mr. Forrester continues that a couple of the objectors think it is unclear as to what it is Newco is buying. In his opinion, what is being sold is detailed in the disclosure statement and he reviews the items that are being sold. The Court thinks the issue for some of the creditors is the value of the claims that are being bought. Mr. Forrester states that it is the debtors' position that they do not think there are any claims and they do not think they are worth anything. He reviews the colorable claims that the Unsecured Creditors' Committee has identified and responds to each one. A couple of the objectors have claimed that the debtor has haphazardly thrown out valuations in the liquidation analysis and elsewhere without providing the proper supporting documentation. It is their intent to make the appraisals available through a website link. The objectors also wanted to know where the account receivable balance comes from. The accounts receivable balance comes from the CFO of the debtor. The Court asks if the records could be produced that would show where the number comes from. Mr. Forrester indicates that the records could be produced. He states that when trying to determine the liquidation of a million dollars of book value of inventory he just guesstimated it was worth a half a million. He thinks that was a conservative estimate because in his opinion it is worth much less. He moves on to the objections related to substantive consolidation particularly the issue of whether substantive consolidation could be done through a plan rather than a separate contested matter. The debtor has proposed that the trustee of the liquidating trust would determine whether substantive consolidation would be appropriate. The Court expresses its concern with the plan treating the debtors as a single entity that can transfer their assets to Newco, which effectively is a consolidation of the estates through confirmation. Case 4:17-bk-03351-SHG Doc 351 Filed 08/15/17 Entered 08/23/17 12:15:50 Desc Page 2 of 7 08/23/2017 12:15:35PM Main Document Page 2 of 7 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF ARIZONA Minute Entry (continue)... 4:17-BK-03351-SHG TUESDAY, AUGUST 15, 2017 03:00 PM Mr. Forrester responds that he does not view it that way. He reiterates that the debtor is in settlement negotiations with SQN. Mr. Charles informs the Court that SQN is not pressing their objection to disclosure statement because they think the parties are close enough to a settlement. The Court thinks that this is a question about satisfying 1129 regardless of SQN's objection as Padmon has also raised the issue. Mr. Forrester responds that the estates are not being consolidated and once the assets are transferred to the trustee, that trustee will know where the assets came from. He argues further that what the plan proposes is not substantive consolidation and why he thinks there is case law that supports the Court deciding substantive consolidation after plan confirmation. Counsel for the debtor has serious doubts about whether the issue of consolidation can be resolved prior to confirmation due to the time constraints. He moves on to the exculpation provision and thinks those arguments will be made before the Court at plan confirmation. In response to the U.S. Trustee's concern that the liquidating trust has not been negotiated with the committee, he wants the Court to know that the debtors implored the committee for weeks to send a form of liquidating trust and identify who they wanted to be the liquidating trustee. The Court wants to know if the plan can be modified if a resolution could be reached with the committee about the form of agreement and trustee. Mr. Forrester would hesitate about changing the liquidating trustee but they would be open to having those discussions. Mr. Jerome echoes Mr. Forrester's concern about the current cash position of the debtors. He addresses exculpation and agrees that it is a legal issue that should be dealt with at plan confirmation. This is essentially a 9019 within the plan. Whatever the claims are, the mechanism is a sale. The Court explains that what makes this different is that the debtor did not negotiate with the creditors whose rights may be affected. The creditors do not know what they are selling and did not have an opportunity to object to the process because it is proposed in the plan. Mr. Jerome responds that the creditors' committee will have the opportunity to object at plan confirmation. He and Mr. Forrester had approached the unsecured creditors committee back in June and could not get them to engage. The committee has only recently provided a numerical offer a week ago. He argues against the position of the committee that the plan proponents did not include more detail about the value of certain avoidance theories or alleged claims against GVMI and GVH board members. GVMI does not think the breach of fiduciary duty claim exists as a matter of law because they do not think there has actually been a breach, and do not think there are damages. As to the equitable subordination claim, if there is a preference, there is a mechanism and the debtors can evaluate it, value it and pay it. However, no one has identified a specific allegation that the board breached and have not tied it to any specific damages. He also argues why there is no colorable claim against GVMI for breach of the implied covenant of good faith and fair dealing. Mr. Charles reiterates that SQN is not pressing their disclosure statement objections and are close to signing a term sheet. He believes they will be submitting a stipulation to vacate the evidentiary hearing on valuation. Mr. Newman wanted to make clear on behalf of the DIP Lender that Padmon incorrectly summarizes their rights under the DIP order. The Court asks Mr. Newman if it is their position that they do not need stay relief in order to proceed with a foreclosure under their agreement. Case 4:17-bk-03351-SHG Doc 351 Filed 08/15/17 Entered 08/23/17 12:15:50 Desc Page 3 of 7 08/23/2017 12:15:35PM Main Document Page 3 of 7 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF ARIZONA Minute Entry (continue)... 4:17-BK-03351-SHG TUESDAY, AUGUST 15, 2017 03:00 PM Mr. Newman agrees with the Court's assessment with some clarification. Mr. Cosman states the committee is very mindful of the liquidity situation of the debtor. However, the liquidity issues are not a justification to run roughshod or bully other constituents as part of the process. He thinks much of what has been argued today are plan confirmation issues. The committee's disclosure statement objection is the failure of the plan proponents to articulate and describe the potential causes of action that are being released. The committee will describe what they think are those causes of actions in a rider. He thinks the exculpation provision should be tightened up with some language. Regarding the issue of substantive consolidation, the debtors do not seem to understand the issue that it causes for the creditors. The Court was most concerned about approving a disclosure statement that unfairly prejudices the voting rights that creditors need to have. Mr. Cosman responds that they are not taking a position on the merits of the consolidation. He thinks the risk is that the creditors do not understand the actual or potential diluted effect. The Court wants to know if the committee will be arguing 1129 at plan confirmation and if they can be ready to confront the issues that they think are critical for confirmation. Mr. Cosman would ask for as much time as the committee can get. The Court is running up against a date where the debtors run out of money. It discusses with Mr. Cosman what information the committee may need in preparation for confirmation. Mr. Cosman makes the Court aware that the DIP order does have a three day carve out and was negotiated and entered into prior to the committee having been formed. There are specific carve outs and the committee has certain rights if the notice is filed. The Court engages in discussion about setting the objection deadlines and the initial confirmation hearing. Mr. Forrester is aware that the initial confirmation hearing they are requesting is on a truncated period and he would not have any objection to allowing the committee to file their objections the day before by noon. Ms. Corrales's client has taken the position that substantive consolidation is appropriate and it is their opinion that the plan essentially operates as the estates are substantively consolidated. She plans to file a motion for substantive consolidation and requests that it be heard and evidence be taken with the confirmation proceedings. Mr. Forrester argues why the debtor does not like the idea presented on behalf of Padmon. They have a plan that says substantive consolidation will be decided post confirmation and it is ready to be noticed out to all creditors by the end of the week. They did not see how substantive consolidation could be resolved and the plan confirmed prior to running out of money. Mr. Jerome suggests that the unsecured creditors' committee in their rider can make the appropriate disclosure. Mr. Cosman does not think it is sufficient disclosure to tell creditors that they might be affected by the substantive consolidation. In addition, they will want a reference to the rider in the disclosure statement. Mr. Jerome responds that is why they want the creditors to provide the supplement so that it includes the adequate information and can be attached to the disclosure statement. Case 4:17-bk-03351-SHG Doc 351 Filed 08/15/17 Entered 08/23/17 12:15:50 Desc Page 4 of 7 08/23/2017 12:15:35PM Main Document Page 4 of 7 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF ARIZONA Minute Entry (continue)... 4:17-BK-03351-SHG TUESDAY, AUGUST 15, 2017 03:00 PM Mr. Forrester suggests in lieu of filing an amended disclosure statement, the debtors can attach a cover sheet in the solicitation package with a reference to the supplements or claims and consolidation. Mr. Watson disagrees with Mr. Forrester that a simple statement in the existing paragraph would require an amended disclosure statement to be filed. Mr. Cosman thinks the language can be added to a cover sheet and in the disclosure statement without causing an issue. Mr. Jerome adds that any executed term sheet with SQN would be attached as a supplemental exhibit. Ms. Corrales thinks the committee needs an order giving them derivative standing to pursue the claims against GVMI and asks if there can be an agreement to fast track that process and have those claims heard in conjunction with plan confirmation. Mr. Jerome thinks as part of confirmation the committee can put on evidence to estimate the value of the claims and he thinks they can do that without derivative standing. He does not think derivative standing has anything to do with the creditors presenting evidence on why they think the claims have value. Ms. Corrales just wanted Mr. Jerome to state that on the record so that there would not be an objection later. Mr. Jerome adds that the creditors will have an affirmative duty to disclose all the information, computation of damages, and legal theories. Mr. Cosman states they have not filed a motion for derivative standing and that issue is part of the releases. Mr. Jerome thinks specific facts and assertions will need to be provided so that he can properly address the matter. Mr. Cosman states the causes of actions are difficult to quantify. A lot of that will be determined at trial. Mr. Forrester always envisioned the evidentiary confirmation hearing would involve these issues. Mr. Watson addresses the issue that the disclosure statement includes broad disclaimers and does not identify the specific sources. The plan proponents need to identify the specific sources they are relying on. The Court is aware that there were links to the appraisals that were not usable but will become available. With regard to the rest of the sources, it wonders if that information would change anyone's ballot on the plan. Mr. Watson was just trying to make the point that the debtors cannot disclaim everything. They should identify what they developed. With regard to the appraisals, if the creditors can obtain that information through the links that is sufficient. With regard to GVMI buying the releases through Newco, he wants them to disclose how much they are paying for those. Mr. Cosman think it is clear that they are paying nothing for the claims and ascribe no value to them. (At this point Ms. Corrales is excused.) Mr. Jerome states it is a total package. There is no purchase price allocation. If the Court wants them to ascribe the claims value, they will. They think the claims have zero value but it was factored into the purchase price because even meritless claims have a value. Mr. Watson addresses the argument in the disclosure statement that one of the reasons that the avoidance claim of the Case 4:17-bk-03351-SHG Doc 351 Filed 08/15/17 Entered 08/23/17 12:15:50 Desc Page 5 of 7 08/23/2017 12:15:35PM Main Document Page 5 of 7 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF ARIZONA Minute Entry (continue)... 4:17-BK-03351-SHG TUESDAY, AUGUST 15, 2017 03:00 PM committee is valueless is because somehow Mr. Jerome's client, GVMI, has a post-petition adequate protection priority lien that will subsume whatever value there would have been. He finds that argument confusing and doesn't know that it's true. The Court thinks it is described as a 502(b) claim in the documentation. Mr. Jerome responds that in the DIP loan order his client was granted a super priority administrative claim junior only to Lateral for the loss in value due to subordination. Mr. Watson thinks the fact that the estate is running out of cash is a major issue. There are employees and there is the WARN Act and if this debtor is in imminent danger of being closed and or disrupted he thinks the debtor needs to consider whether they need to send out a WARN Act notice. Mr. Forrester does not think it is a disclosure statement issue. He intends to reach out to Mr. Watson to discuss the issue. Mr. Watson wanted to bring up the issue because he does think it is before the Court because there is an acknowledgment on the record that there is a shortfall in cash. He thinks it is an issue connected to disclosure and confirmation. The Court warns debtors' counsel to watch and make sure nothing bad happens. It looks to the remaining parties for any further objections. Mr. Dinner did not file an objection to the disclosure statement. Mr. Lorenzen has nothing to add. COURT: COUNSEL TO PREPARE AN ORDER THAT GRANTS IN PART AND DENIES IN PART DUE TO THE SETTING OF A NEW SCHEDULE FOR AN INITIAL CONFIRMATION HEARING ON THURSDAY, SEPTEMBER 14, 2017 AT 3:30 P.M. (est. one hour) AND AN OBJECTION DEADLINE OF WEDNESDAY, SEPTEMBER 13, 2017 AT 12:00 P.M. THE HEARING WILL BE HELD IN PHOENIX, IN COURTROOM 301. Tucson counsel will appear by telephone or they may arrange a video appearance by contacting the Courtroom Clerk no later than 72 hours prior to the hearing. Mr. Jerome wants to know if the matters currently scheduled for September 12th can be continued to the September 14th hearing date. Mr. Dinner agrees to have his Motion to Compel the Payment to the IRS continued to September 14, 2017 at 3:30 p.m. Mr. Silverman agrees to have the Application for Administrative Expense continued to September 14, 2017 at 3:30 p.m. COURT: PER STIPULATION OF THE PARTIES, THE HEARINGS CURRENTLY SCHEDULED FOR TUESDAY, SEPTEMBER 12, 2017 AT 3:00 P.M. ARE CONTINUED TO THURSDAY, SEPTEMBER 14, 2017 AT 3:30 P.M. Mr. Lorenzen asks for a deadline for completion of the production of documents. Mr. Jerome suggests that he and Mr. Cosman can engage in discussion about the production of documents and will notify the Courtroom Clerk to set up a telephonic conference if needed. The Court directs counsel that if a telephonic conference is needed, counsel should provide a brief paragraph summarizing each side's position. Case 4:17-bk-03351-SHG Doc 351 Filed 08/15/17 Entered 08/23/17 12:15:50 Desc Page 6 of 7 08/23/2017 12:15:35PM Main Document Page 6 of 7 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF ARIZONA Minute Entry (continue)... 4:17-BK-03351-SHG TUESDAY, AUGUST 15, 2017 03:00 PM COURT: AN EVIDENTIARY PLAN CONFIRMATION HEARING IS SET FOR MONDAY, SEPTEMBER 18, 2017 AT 8:00 A.M. (est. all day) TO BE HELD IN TUCSON IN COURTROOM 329. (No video will be available in Phoenix) The hearing is adjourned. Case 4:17-bk-03351-SHG Doc 351 Filed 08/15/17 Entered 08/23/17 12:15:50 Desc Page 7 of 7 08/23/2017 12:15:35PM Main Document Page 7 of 7

Emergency Motion to Approve Forbearance Agreement with Lateral and Continued Funding Under DIP Credit Agreement filed by S. CARY FORRESTER of FORRESTER & WORTH, PLLC on behalf of GV HOSPITAL MANAGEMENT, LLC. (FORRESTER, S.)

F O R RE ST E R & W O RT H, PLLC 3636 NORTH CENTRAL AVENUE, SUITE 700 P H O E N I X, A R I Z O N A 8 5 01 2 6 0 2.2 5 8. 2 7 2 9 —M A I N 6 0 2.2 7 1.4 3 0 0 — F A X S. CARY FORRESTER (00 6342) J O H N R. W O R T H (0 1 2 9 5 0) SCF@FORRESTERANDWORTH.COM JRW@FORRESTERANDWORTH.COM COUNSEL FOR THE DEBTOR U NITED S TATES B ANKRUPTCY C OURT D ISTRICT OF A RIZ ONA In re: Chapter 11 GV HOSPITAL MANAGEMENT, LLC, Jointly Administered Debtor. Case Nos.: 4:17-bk-03351 In re: 4:17-bk-03353; and GREEN VALLEY HOSPITAL, LLC, 4:17-bk-03354 Debtor. EMERGENCY MOTION FOR In re: ORDER APPROVING FORBEARANCE AGREEMENT GV II HOLDINGS, LLC, WITH LATERAL AND CONTINUED FUNDING UNDER Debtor. DIP CREDIT AGREEMENT THIS FILING APPLIES TO: ☒ ALL DEBTORS Hearing Date: Hearing Time: ☐ GREEN VALLEY HOSPITAL, LLC Location: Courtroom No. 329 ☐ GV HOSPITAL MANAGEMENT, LLC ☐ GVII HOLDINGS, LLC Video conference available in Phoenix Courtroom 301 Pursuant to 11 U.S.C. § 364 and Bankruptcy Rule 4001(c), Debtors hereby move the Court for the entry of an order approving their Forbearance Agreement (the "Forbearance Agreement") with Lateral SMA Agent, LLC ("Administrative Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 1 of 201 Agent") and Lateral GV, LLC ("Lender" and collectively with Administrative Agent, "Lateral"), in the form attached hereto as Exhibit "A". 1 Under the Forbearance Agreement, Lateral will forbear from exercising its remedies based on Debtors’ existing covenant defaults and will provide further funding sufficient to sustain Debtors’ operations through March 31, 2018. The additional funds will be advanced pursuant to the terms of that Senior Secured Super Priority Debtor in Possession Credit Agreement dated as of April 10, 2017 (the "DIP Credit Agreement"). Debtors, for their part, will pay Lateral fees totaling approximately $1.2 million through October 31, 2017 and increasing thereafter, all as more fully described below. The additional funding to be provided by Lateral will be covered by the same DIP Protections that were afforded to it under the Final Order (1) Authorizing Debtors to Obtain Post-Petition Financing Pursuant to 11 U.S.C. § 364; (2) Granting Liens and Superpriority Claims Pursuant to 11 U.S.C. § 364; (3) Authorizing the Use of Cash Collateral Pursuant to 11 U.S.C. § 363; and (4) Granting Related Relief (the "Final DIP Order") [DE 115]. Debtors believe that, without the additional funding to be provided under the Forbearance Agreement, they will have insufficient funds to sustain their operations beyond approximately the second week of September of 2017. This Motion is more fully set forth and supported in the accompanying Memorandum of Points and Authorities. MEMORANDUM OF POINTS AND AUTHORITIES I. JURISDICTION & VENUE A. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2)(D). 1 Capitalized terms used but not defined herein shall have the meaning provided in the Forbearance Agreement. 2 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 2 of 201 B. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. C. The statutory bases for the relief requested herein are Bankruptcy Code § 364 and Bankruptcy Rule 4001(c). II. BACKGROUND A. The Hospital and its Financial Problems. Debtor GV Hospital Management, LLC ("Management") owns and operates the Green Valley Hospital (the "Hospital"). The Hospital, which opened in 2015, is a licensed general and acute care facility that cost more than $75 million to construct and equip. It is the only hospital in its local market, serving a community of approximately 100,000 people (including the city and surrounding region), with the next closest hospital facility located 26 miles to the north, or a 45-minute drive away. As of the bankruptcy filing, it had approximately 337 employees and has credentialed over 232 physicians on its medical staff. The Employees include approximately 227 full-time employees, 102 part-time employees, and 8 contract employees Debtor GV II Holdings, LLC ("GVII") is an affiliate of Management that owns a 4.26 acre parcel of land immediately adjacent to the Hospital, while Debtor Green Valley Hospital, LLC ("GVH"), is a holding company that owns 100% of Management and GVII. GVH also owns substantially all of the equipment used by the Hospital. The Hospital was under-capitalized, poorly governed, and poorly managed from its inception. As a result, it suffered cumulative net losses from operations of approximately $35 million through its first 18 months of operations. A number of measures were implemented to stop the bleeding, and in September 2016 the Debtors secured a one-year $9 million loan from Artemis Realty Capital Advisors, LLC ("Artemis"), with an initial funding amount of $6,750,000. According to the Debtors’ consultants, the loan was to provide sufficient working capital for the 3 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 3 of 201 Hospital to stabilize operations and reach a cash neutral, break-even, point in operations, which the consultants projected would occur within six months. The consultants’ projections proved inaccurate and, by March of 2017, it was clear that Debtors would need significant new operating capital in order to maintain their operations. B. The DIP Loan from Lateral. The Debtors filed their petitions in bankruptcy on April 3, 2017, and immediately moved the Court for approval of a $20 million DIP loan from Lateral. The Court approved the loan on an interim basis on April 7, 2017 [DE 50] and on a permanent basis on May 1, 2017 [DE 115], when it entered the Final DIP Order. Pursuant to the Final DIP Order, Debtors were authorized to borrow up to $20,000,000 from Lateral to be used for, among other things, working capital, paying off certain pre-existing loans, paying court-approved critical vendor claims, paying administration expenses, and paying Lateral’s interest, fees, and expenses. The Final DIP Order provided Lateral with certain liens and other protections including, without limitation: (i) a super-administrative priority claim for all amounts owing to it, payable from all prepetition and post-petition property of the Debtors (with certain limited exceptions); (ii) senior liens on all unencumbered real and personal property; (iii) a priming lien on the collateral held by secured creditor Green Valley Medical Investments, LLLP ("GVMI"); (iv) junior liens on all other real and personal property; and (v) immediate relief from the automatic stay to perfect and enforce its liens and claims, with certain limited notice requirements. In addition, under the terms of the DIP loan, Debtors were required to meet certain financial covenants, including hitting benchmarks for cash receipts and cash disbursements on a weekly basis and within certain prescribed variances. 4 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 4 of 201 Pursuant to the terms of the Subordination and Intercreditor Agreement between Lateral and GVMI, dated April 10, 2017 (the "Subordination Agreement"), a copy of which is attached hereto as Exhibit "B", Lateral is permitted to alter, amend, extend, and increase the terms of payment of any of the obligations owing under the DIP Credit Agreement without affecting the previously agreed upon subordination of GVMI’s loan and security documents to Lateral’s. C. The Reservation of Rights Letter. On August 1, 2017, Lateral mailed a "Reservation of Rights Letter" to Debtors, in which it advised them that they had failed to meet their benchmarks for cash receipts and cash disbursements within the prescribed variances and that the applicable cure provisions had not been satisfied. The letter went on to state this failure constituted an Event of Default, and that Lateral was reserving all of its right and remedies. In subsequent conversations, Lateral advised Debtors that the sum of $1.5 million held in a contingency reserve, which Debtors believed was available for advances, would not be disbursed to them due to the existing defaults, absent agreement between Debtor and Lateral regarding the use of proceeds. D. Debtors Lack of Cash. Debtors have previously advised the Court that there is a real danger that they will run out of cash by the end of September if exit financing is not in place by then. See, Disclosure Statement in Support of First Amended Joint Plan of Reorganization dated July 31, 2017 [DE 287], p. 30, lines 1-2; and Motion to Reduce Notice Periods for: (1) Filing Objections to Amended Plan; and 2) Initial Confirmation Hearing dated August 7, 2017 [DE 303], p.2, lines 6-7. Debtors’ most recent projections indicate that their cash will be perilously low by the week ending September 16, 2017 (dipping to approximately $387,000), and that they will run 5 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 5 of 201 out of cash sometime during the week of September 30, 2017 if exit financing is not in place or another source of operating capital is not located. To fill this void, and prevent the hospital from having to close its doors, Lateral has agreed to provide additional operating capital on the terms set forth in the Forbearance Agreement attached hereto as Exhibit "A" and summarized below. E. The Forbearance Agreement. Under the Forbearance Agreement, Lateral commits to fund up to an additional $3.5 million, in addition to (i) the remaining estimated $1.3 million balance of the contingency reserve and (ii) amounts required to pay Lateral’s costs and expenses, including counsel, as provided for in the DIP Credit Agreement, all of which constitutes protective advances under the DIP Credit Agreement. Of these funds, $600,000, which shall come from the contingency reserve, is to be advanced by September 1, 2017, and the balance is to be advanced from time to time. In addition, in the event that the hospital is ultimately closed, Lateral will commit to fund up to an additional $500,000 in expenses associated with shutting down the hospital, in addition to the existing Carve-Out for professional fees and U.S. Trustee’s fees. F. Lateral’s Fees and Protections. In return for entering into the Forbearance Agreement, Lateral will receive the following fees and protections: 1. The additional advances will be made subject to all of the existing liens, super-administrative priority claims, and other protections afforded to Lateral in the DIP Loan Documents and the Interim and Final DIP Orders; 2. Lateral will be paid a fee of $800,000 on the effective date of the Forbearance Agreement (the fee will be paid by adding it to the principal amount of the DIP Loan); 6 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 6 of 201 3. Lateral will be paid a series of monthly "ticking" fees on the first day of each month starting on September 1, 2017. The ticking fees for September and October will be one percent (1%) on the then-outstanding principal balance; the ticking fees for November and December will be two percent (2%) on the then-outstanding principal balance; and the ticking fees for January, February and March of 2018 will be three percent (3%) on the then-outstanding principal balance. 4. The foregoing fees will be in addition to all fees provided for under the original DIP Credit Agreement; 5. All advances will be deemed to have been made on the original effective date of April 10, 2017 and will accrue a minimum of one-year’s interest; 6. Interest will accrue at the Applicable Rate (as defined in the DIP Credit Agreement) plus default interest of 3% per annum; and, 7. Debtors must retain the services of PwC to assist them in marketing and selling their assets, in the absence of a confirmed plan, by January 17, 2018. III. LEGAL ARGUMENT. There is ample basis under both the Subordination Agreement and the Bankrupcty Code to approve the Forbearance Agreement. First, the advances provided for under the Forbearance Agreement are already covered by Section 7.3 of the Subordination Agreement, which states that Lateral may, without affecting its lien priority: (i) change the manner, place, or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase, or alter, the terms of any of [Lateral’s] First Lien Obligations or any Lien on any First Lien Collateral or guarantee thereof or any liability of any Obligor or any other person, or any liability incurred directly or 7 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 7 of 201 indirectly in respect thereof (including any increase in or extension of the First Lien Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify, or supplement in any manner any Liens held by the First Lien Agent or any other First Lien Claimholders, the First Lien Obligations, or any of the First Lien Loan Documents Second, the requirements of Section 364(d)(1), which govern the incurrence of senior secured debt or "priming" loans, are satisfied in this case. Pursuant to Section 364(d)(1), the Court may, after notice and a hearing, authorize the obtaining of credit or the incurring of debt secured by a senior or equal lien if – (1) the trustee is unable to obtain such credit otherwise; and (2) there is adequate protection of the interest of the holder of the lien on the property of the estate on which such senior or equal lien is proposed to be granted. Section 364 is structured with an escalating series of inducements which a debtor in possession may offer to attract credit during the post-petition period. In re Photo Promotion Associates, Inc., 87 B.R. 835, 839 (Bankr. S.D.N.Y. 1988), aff’d 881 F.2d 6 (2d. Cir. 1989). Where a trustee or debtor in possession cannot otherwise obtain unsecured postpetition credit, such credit may be obtained under certain carefully proscribed conditions. In re T.M. Sweeney & Sons LTL Services, 131 B.R. 984, 989 (Bankr. N.D. Ill. 1991). For example, if creditors are unwilling to extend unsecured credit to a debtor in possession, further inducements are offered, with court approval after notice and a hearing, including, without limitation, liens equal to or senior to existing liens on encumbered property in accordance with 11 U.S.C. § 364(d). In re Photo Promotion Associates, Inc., 87 B.R. at 839. Section 364(c) also enumerates certain incentives that a court may grant to post-petition lenders. However, the list set forth Section 364(c) is not exhaustive. 8 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 8 of 201 Courts have frequently authorized the use of inducements not specified in the statute. See e.g., In re Ellingsen MacLean Oil Co., 834 F.2d 599 (6th Cir. 1987) (affirming financing order which prohibited any challenges to the validity of already existing liens); In re Defender Drug Stores, 126 B.R. 76 (Bankr. D. Ariz. 1991) (authorizing enhancement fee to post-petition lender), aff’d 145 B.R. 312, 316 (9th Cir. B.A.P. 1992) ("[b]ankruptcy courts … have regularly authorized post-petition financial arrangements containing lender incentives beyond the explicit priorities and liens specified in Section 364"). As discussed above, Debtors’ are in covenant default under the terms of the DIP Credit Agreement and they project that (i) their cash will be perilously low by the week ending September 16, 2017, and (ii) they will run out of cash sometime during the week of September 30, 2017, if another source of operating capital is not located. Without the additional operating capital, Debtors will be unable to maintain their business operations or attempt to confirm their pending plan of liquidation, which will provide some return to affected creditors. Accordingly, Debtors believe that entering into the Forbearance Agreement and granting Lateral the foregoing protections is necessary under the present circumstances. Two facts courts consider in determining whether to authorize post-petition financing which contemplates the granting of a security interest in favor of the lender are: (1) whether the debtor is unable to obtain unsecured credit under Section 364(b), i.e., by allowing a lender only an administrative claim under Section 364(b)(1)(A); and (2) whether the terms of the transaction are fair, reasonable, and adequate, given the circumstances of the debtor and the proposed lender. In re Crouse Group, Inc., 71 B.R. 544, 549 (Bankr. E.D.Pa. 1987); see also In re Aqua Assoc., 123 B.R. 192, 195 (Bankr. E.D.Pa. 1991). In addition to the foregoing, a debtor in possession seeking subordination of liens to new financing must establish adequate protection of the liens to be subordinated to the new financing. In re 9 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 9 of 201 C.B.G. Ltd., 150 B.R. 570, 571 (Bankr. M.D.Pa. 1992). Debtors submit that these standards have been satisfied in this case. 1. Debtors Are Unable to Obtain Unsecured Credit or Secured Credit on a Junior Lien Basis In satisfying the standards of Section 364, a debtor need not seek credit from every available source, but should make a reasonable effort to seek other sources of credit available under § 364(a) and (b). See In re Snowshoe Co., 789 F.2d 1085, 1089 (4th Cir. 1986) (trustee had demonstrated good faith effort and that credit was not obtainable without senior lien by unsuccessfully contacting other financial institutions in the immediate geographic area; "the statute imposes no duty to seek credit from every possible lender before concluding that such credit is unavailable"); Ames, supra, 115 B.R. at 40 (finding that debtors demonstrated the unavailability of unsecured financing where debtors approached four lenders). Lateral is the only source of financing available to Debtors within the time frame necessary to save Debtors’ business. Debtors already established, when they obtained their original DIP financing authority, that no other financing on comparable terms was available, and that remains true, especially in light of the defaults under the DIP Credit Agreement and the current cash crisis. In these circumstances, no lender would be willing to lend to Debtors without obtaining superpriority claims and liens to protect and secure its loan. 2. The Terms of the Proposed Post-petition DIP Loan from the Lender Are Fair, Reasonable and Adequate. The terms of the Forbearance Agreement and the additional financing to be provided thereunder are fair, reasonable, and adequate. While the additional funding requires the Debtors to pay significant additional fees, the funding is absolutely essential if Debtors are to have any chance of confirming a plan and 10 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 10 of 201 providing a return to unsecured creditors. Debtors submit that the benefits to be obtained from the Forbearance Agreement justify both the additional expense and the granting of the DIP Protections to the new financing. Based on the foregoing, Debtors submit that under the current circumstances: (1) the terms and conditions of the Forbearance Agreement are fair and reasonable, reflect the exercise of their prudent business judgment, and are supported by reasonably equivalent value and fair consideration; (2) the Forbearance Agreement was negotiated in good faith and at arm’s length; and (3) the additional financing will be extended by Lateral in "good faith" within the meaning of Section 364(e). 3. GVMI May Be Primed. To the extent, if any, that the additional funding to be provided by Lateral does not fall within the ambit of the original DIP financing approved by the Court, and to which GVMI has already been subordinated (which position the Debtors would dispute), good cause exists for extending Lateral’s DIP Protections, including its senior liens, to protect its new advances. Debtors have satisfied Section 364(d)(1), because they are clearly unable to obtain emergency financing on any other terms, and because GVMI is adequately protected by the preservation of the going concern value of its collateral, which includes substantially all of Debtors’ assets with the exception of personal property owned by Management. IV. CONCLUSION For all the reasons set forth above, Debtors request that the Court: (1) authorize them to enter into the Forbearance Agreement with Lateral and perform thereunder; (2) order that the DIP Protections afforded to Lateral under the Final DIP Order extend to the new financing to be provided by Lateral; and, (3) grant them such other and further relief as is just and proper under the circumstances. Dated August 24, 2017. 11 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 11 of 201 F ORRESTER & W ORTH, PLLC/s/SCF (006342) S. Cary Forrester John R. Worth Counsel for the Debtor Copy of the foregoing emailed or mailed on August 24, 2017, to all those on the Official Service List (DE 279):/s/Matthew Burns Matthew Burns 12 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 12 of 201 EXHIBIT "A" Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 13 of 201 EXECUTION VERSION FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT (the "Agreement") is made and entered into as of August 24, 2017, by and among GREEN VALLEY HOSPITAL, LLC, an Arizona limited liability company ("Holdings"), GV HOSPITAL MANAGEMENT, LLC, an Arizona limited liability company ("Borrower"), and GV II Holdings, LLC, an Arizona limited liability company ("GV II" and together with Holdings and Borrower, the "Debtors" and each a "Debtor") on the one hand, and LATERAL SMA AGENT, LLC, a Delaware limited liability company ("Administrative Agent") and LATERAL GV, LLC, a Delaware limited liability company ("Lender" and together with Administrative Agent "Lateral"), on the other hand. RECITALS A. WHEREAS, on April 3, 2017 (the "Petition Date"), the Debtors commenced chapter 11 cases (collectively, the "Chapter 11 Cases") by filing separate voluntary petitions for reorganization pursuant to chapter 11 of Title 11 of the United States Code, §§ 101 et seq. (the "Bankruptcy Code") with the United States Bankruptcy Court for the District of Arizona (the "Bankruptcy Court"). The Chapter 11 Cases are being jointly administered under Case No. 4:17-bk-03351-SHG. The Debtors continue to operate their businesses and manage their properties as debtors and debtors in possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. B. WHEREAS, pursuant to (i) that Senior Secured Super Priority Debtor in Possession Credit Agreement dated as of April 10, 2017 (the "DIP Credit Agreement," an executed copy of which is attached hereto as Exhibit A); (ii) the Final Order (1) Authorizing Debtors to Obtain Post-Petition Financing Pursuant to 11 U.S.C. § 364; (2) Granting Liens and Superpriority Claims Pursuant to 11 U.S.C. § 364; (3) Authorizing the Use of Cash Collateral Pursuant to 11 U.S.C. § 364 and (4) Granting Related Relief (the "DIP Order"); and (iii) each of the documents listed on Exhibit B hereto (collectively with this Agreement, the DIP Credit Agreement, and each other "Loan Document" as defined in the DIP Credit Agreement the "DIP Loan Documents"), Lateral made a senior secured, super-priority term loan of up to Twenty Million Dollars ($20,000,000) in aggregate principal amount to fund the payoff of certain senior liens together with Debtors’ working capital requirements, fees, costs and expenses during the pendency of the Chapter 11 Cases (the "DIP Loan"). 1 C. WHEREAS, as provided for in the DIP Loan Documents and approved by the DIP Order, the Debtors granted Lateral the DIP Protections, including the DIP Liens and the DIP Super-Priority Claims. D. WHEREAS, the DIP Order provides that, except as specifically provided otherwise, including with respect to any notice period provided in the DIP Loan Documents, 1 Capitalized terms used but not defined herein shall have the meaning provided in the DIP Credit Agreement or the DIP Order, as applicable. 102348849.2 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 14 of 201 upon the occurrence of an Event of Default and the lapse of three Business Days after giving the Enforcement Notice described in the DIP Order without the entry of an order by the Bankruptcy Court to the contrary, Lateral is authorized to exercise all its rights and remedies and to proceed against any or all of the DIP Collateral under or pursuant to the DIP Loan Documents, the DIP Order and applicable law. E. WHEREAS, the following Events of Default have occurred pursuant to the DIP Credit Agreement: the Loan Parties’ failure, as of and before the date hereof, under Section 6.12(b)(i) to perform in accordance with the Permitted Variances for Cash Receipts, which Events of Default were not cured by the making of a common cash equity contribution under Section 6.12(b)(iii), (collectively the "Covered Defaults"). F. WHEREAS, following the occurrence of an Event of Default, Lateral has no obligation to fund or allow the use of its cash collateral, with the exception of (i) allowing Debtors to use Cash Collateral in accordance with the Budget during any applicable notice period provided for in the DIP Order or DIP Loan Documents; and (ii) the Carve-Out, and Debtors have no other source of liquidity. G. WHEREAS, without the additional funds provided for pursuant to the terms of this Agreement, the Debtors would have to cease operations, which would significantly impair the value of the DIP Collateral. H. WHEREAS, in order to allow Debtors to maintain their business operations and to allow Lateral to protect and preserve the DIP Collateral, including, without limitation, by funding on-going operations of the Debtors, Lateral and the Debtors have agreed to enter into this Agreement, on the terms set forth herein. I. WHEREAS, Lateral and the Debtors wish to enter into this Agreement to set forth the terms and conditions pursuant to which Lateral shall agree to (a) forbear in its exercise of remedies solely in respect of the Covered Defaults pursuant to and under the DIP Loan Documents and applicable law, and (b) make other financial accommodations during the Forbearance Period (as defined below). NOW, THEREFORE, in consideration of the above premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: AGREEMENT 1. Reaffirmation of Loan Documents. The Debtors hereby acknowledge and reaffirm each and all of the Debtors’ respective obligations, duties, covenants and liabilities, including, without limitation, each guaranty, pledge and grant of security interest, under or in connection with the DIP Loan Documents, including, but not limited to, the obligation to pay any and all amounts due thereunder. The Debtors hereby represent, warrant and agree that (a) as of the Forbearance Effective Date (as defined below), and assuming that all accrued and accruing interest is paid or prepaid as of that date and any amounts reserved have been funded to the Debtors or otherwise exhausted in accordance with the DIP Loan Documents, the outstanding principal balance under the Loan Documents would be $20,800,000, (b) as of the date hereof, 102348849.2 2 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 15 of 201 there are no claims, demands, offsets or defenses at law or in equity that would defeat or diminish any present and unconditional right of Lateral to collect the indebtedness or other amounts due and owing evidenced by, or arising in connection with, the DIP Loan Documents and to proceed to enforce the rights and remedies available to Lateral pursuant to the DIP Loan Documents and in accordance with the DIP Order, other than the giving of the Enforcement Notice and the lapse of three Business Days without the Bankruptcy Court having entered an order to the contrary (c) the entire loan balance due as of June 17, 2017, plus any new amounts advanced pursuant to this Agreement, shall bear interest at the Applicable Rate plus 3.00% per annum as provided in Section 2.09(b), and (d) subject to the giving of notice as required by Section 7.01 of the DIP Credit Agreement, Lateral has all rights and remedies provided in the Final Order and the DIP Loan Documents, including without limitation, (i) the right to immediately suspend any obligation to provide any loan or other financial accommodation; (ii) the right to immediately seek appointment of a chapter 11 trustee, chief restructuring officer or other responsible person; and (iii) after three Business Days’ prior written notice with no contrary order having been entered by the Bankruptcy Court, all rights and remedies against the DIP Collateral provided for in any DIP Loan Documents or applicable law including, without limitation, the right to enforce the DIP Liens through state law foreclosure proceedings. 2. Forbearance Period. Subject to the terms and conditions set forth herein, so long as no Forbearance Termination Event (as defined below) shall have occurred, Lateral agrees that it shall refrain from exercising any of its respective remedies under the DIP Loan Documents, the DIP Order or under applicable law from the Forbearance Effective Date (as defined below) through and including the date of a Forbearance Termination Event (the "Forbearance Period"). As used herein, "Forbearance Termination Event" shall mean the earliest to occur of any of the following: (a) March 31, 2018; (b) the occurrence of any Event of Default under any DIP Loan Document as modified hereby that does not constitute a Covered Default; and (c) the occurrence of any Agreement Event of Default (as defined below). (a) So long as no Forbearance Termination Event shall have occurred, Lateral: (i) shall on September 1, 2017 advance $600,000 to be used solely in accordance with the weekly operating budget covering the period from September 1, 2017 through and including March 31, 2018, as approved by Lateral and attached hereto as Exhibit C (the "Operating Budget"), (ii) shall advance to Debtors additional funds from time to time during the Forbearance Period not to exceed the aggregate principal amount of $4,200,000 (which amount includes the balance of the contingency reserve, after deducting the initial $600,000 advance described above, plus $3,500,000) which advances shall be made at the end of each calendar month as necessary to keep the Debtors’ available cash balance from dropping below $500,000 during the coming month, provided that such funds may be used solely in accordance with the Operating Budget (the "DIP Protective Advances"); and (iii) consents to the use of Lateral’s cash collateral solely for the uses reflected in the Operating Budget. Notwithstanding the foregoing, Lateral shall also advance any amounts required to fund Lateral’s out-of-pocket costs and expenses, including but not limited to professional fees, in accordance with and as permitted by the DIP Credit Agreement. Further, following the occurrence of a Forbearance Termination Event, Lateral shall make available an amount of cash not to exceed $500,000 (the "Shutdown Protective Advances" and together with the DIP Protective Advances, the "Protective Advances") to be used solely in accordance with the shutdown budget approved by Lateral, the Debtors, and Susan Goodman, the Patient Care Ombudsman (the "PCO"), and attached hereto as 102348849.2 3 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 16 of 201 Exhibit D (the "Shutdown Budget"). The Shutdown Budget shall be filed with the Bankruptcy Court no later than August 25, 2017. The Operating Budget, as defined herein, shall be considered the revised "Budget" as provided for in Section 5.01 of the DIP Credit Agreement, for the time period from September 1, 2017 to March 31, 2018, with the following proviso: Debtors have advised Lateral that the Budget is based on two assumptions that may prove erroneous: (1) that Medicare will not change its reimbursement formula for the Hospital; and (2) that the Hospital will have swing bed status by October 1, 2017. If either of these assumptions proves to be erroneous, then any resulting variance in the Budget shall be deemed a Permitted Variance and shall not constitute an Event of Default, with the caveat that such Permitted Variance is limited to an amount up to $35,000 a month with regard to (1) above, i.e. changes in the Medicare reimbursement formula. Notwithstanding the foregoing, and for the avoidance of doubt, nothing herein shall modify or provide an exception to the Qualified Cash level provided for in Section 6.12(a). (b) The Protective Advances shall be: (i) made subject to all liens, covenants, and obligations set forth in the DIP Loan Documents; (ii) made pursuant to documentation acceptable to Lateral in its sole discretion; and (iii) secured by a senior, super-priority security interest in all of the DIP Collateral, such security interest to be co-equal with the existing DIP Liens and as if the Protective Advances had been made under and pursuant to the DIP Credit Agreement and the DIP Order. (c) The Protective Advances, if any, shall be deposited into and held solely in a Controlled Deposit Account. 3. Conditions Precedent. This Agreement shall not become effective until the date (the "Forbearance Effective Date") on which each of the following conditions precedent shall be satisfied (the "Conditions"): (a) The exchange of executed counterparts of this Agreement; (b) entry of an order, in form and substance acceptable to Lateral, by the Bankruptcy Court approving the Debtors’ entry into, and the terms and provisions of, this Agreement and finding that Lateral is entitled to the protections of § 364(e) of the Bankruptcy Code (the "Forbearance Approval Order"); Notwithstanding the foregoing, so long as the Debtors (i) are exercising best efforts to achieve the Conditions by August 30, 2017, and (ii) have filed an emergency motion seeking entry of the Forbearance Approval Order (the "Emergency Motion") by August 24, 2017, Lateral shall forbear as provided in Section 2 hereof. In the event the Conditions are not satisfied by August 30, 2017, or the Emergency Motion is not filed by August 24, 2017, the Agreement shall be null and void and Lateral may enforce any and all rights under the DIP Loan Documents in accordance with the terms thereof and the DIP Order. 4. Fees 102348849.2 4 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 17 of 201 In consideration for the Protective Advances to be made by Lateral, and as an inducement for Lateral to enter into this Agreement, and in order to protect the DIP Collateral, Debtors agree to pay to Lateral, for its own account, the following fees: (a) A forbearance fee of $800,000 which, upon the Forbearance Effective Date, shall accrue immediately to the principal balance of the DIP Loans (the "Forbearance Fee"); (b) provided that the DIP Loan has not been paid in full, a monthly ticking fee, calculated on the then-outstanding principal balance of the DIP Loans, payable on the first (1st) day of the calendar month as specified below (the "Ticking Fee" and together with the Forbearance Fee, the "Protective Fees"): September 2017 1.00% October 2017 1.00% November 2017 2.00% December 2017 2.00% January 2018 3.00% February 2018 3.00% March 2018 3.00% (c) The Forbearance Fee and the Ticking Fee are in addition to any fees provided for in the DIP Credit Agreement and the Fee Letter, including but not limited to the Exit Fee and the Monitoring Fee, and shall accrue immediately to the principal balance of the DIP Loan. 5. Representations and Warranties. Each Debtor hereby represents and warrants to Lateral that: (a) Upon the entry of the Forbearance Approval Order, this Agreement, and the documents and instruments to be entered into in connection therewith (collectively, the "Forbearance Documents") have been duly authorized, executed and delivered by Debtor and each Forbearance Document constitutes an obligation of Debtor, enforceable against Debtor in accordance with its terms; (b) immediately after giving effect to this Agreement, the representations and warranties set forth in the DIP Loan Documents, are true and correct in all material respects on and as of the Forbearance Effective Date, except to the extent such representations and warranties (i) expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date) or (ii) expressly relate to the existence and continuance of a Covered Default thereunder; (c) no default, Event of Default, breach or failure of condition has occurred or exists, or would exist with notice or lapse of time, or both, under any of the DIP Loan Documents or the Forbearance Documents other than the Covered Defaults; 102348849.2 5 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 18 of 201 (d) the DIP Collateral for the DIP Loans has not been transferred, pledged or encumbered, directly or indirectly, except as expressly permitted by the DIP Loan Documents or the Forbearance Documents; (e) Lateral is not in default or breach of any of its obligations under any of the DIP Loan Documents and the Debtors hereby waive any such alleged default or breach or any right to contend that any such default or breach has occurred; (f) the Recitals of this Agreement are true and correct in all respects; (g) all of the DIP Loan Documents and the Forbearance Documents, and any other documents and instruments executed in connection therewith, are in full force and effect, valid, legally binding and enforceable against the Debtors; and (h) all amounts advanced pursuant to this Agreement, including the Protective Advances and the Protective Fees, shall constitute advances under the DIP Credit Agreement and shall be made pursuant to documentation acceptable to Lateral in its sole discretion and shall be secured by a senior, super-priority security interest in all of the DIP Collateral in which Lateral has a security interest under the DIP Loan Documents, as if such advances, including the Protective Advances and Protective Fees, were made pursuant to the DIP Loan Documents. For the avoidance of doubt, any and all amounts advanced pursuant to this Agreement, including the Protective Advances and the Protective Fees, will be treated as if such amounts were advanced on the "Effective Date," as such term is defined in the DIP Credit Agreement. 6. Covenants. Debtors hereby covenant and agree as follows: (a) As soon as available, but in any event not more than fourteen (14) calendar days after the end of each month, the Debtors shall deliver to Lateral (i) a consolidated balance sheet of the Debtors as of the end of such month, and the related consolidated statements of income or operations for such month and the entire term of the Forbearance Period (collectively, the "Monthly Reports"), setting forth in each case in comparative form the actual figures and the Operating Budget and a variance report, all in reasonable detail, certified by the CFO as fairly presenting the financial condition, results of operations and cash flows of the Debtors in accordance with the standards of preparation set forth in the DIP Loan Documents, and (ii) if requested by Lateral in its sole discretion, a management discussion and analysis of financial condition and results of operations, discussing and analyzing the results of operations for the Debtors for such month. Such Monthly Reports, together with the weekly budget reporting and other reporting under this Agreement, will be in lieu of any reports under the DIP Credit Agreement; provided that Lateral may request that any report under the DIP Credit Agreement also be provided. (b) At all times following the Forbearance Effective Date and through the remainder of the Forbearance Period the Debtor shall comply with the following financial covenants (the "Financial Covenants"): (i) Strictly perform in accordance with the Operating Budget. Only the following items on the Operating Budget will be tested: (i) Inflows from Operations; (ii) Outflows from Operations; (iii) Net Cash Flow from 102348849.2 6 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 19 of 201 Operations; and (iv) Total Net Cash Flow (each as reflected in the Operating Budget). For each of the foregoing items, as of any date of determination, for each of (1) the 30 day period ended on the date of determination, and (2) the period commencing with the Forbearance Effective Date and ending on the date of determination; the variance for any cumulative cash outflow item reflected in the Operating Budget shall not exceed 105% of the cumulative amounts reflected in the Operating Budget and the variance for any for any cumulative cash inflow reflected in the Operating Budget shall be not be less than 95% of the cumulative amounts reflected in the Operating Budget. (ii) As of the date hereof and any date hereafter, so long as the DIP Loans are outstanding, the Loan Parties shall not permit Qualified Cash to be less than $350,000. For purposes of determining compliance with the Financial Covenants, the date for commencement of the determination period shall be the Forbearance Effective Date. (c) By Wednesday of each calendar week Debtors shall deliver to Lateral (i) a statement of actual Cash Receipts and Cash Disbursements as compared to the Operating Budget and (ii) an accounts payable report for the immediately preceding week certified by the CFO as being accurate. (d) In consultation with PricewaterhouseCoopers Corporate Finance LLC or other investment banker acceptable to Debtors and Lateral ("PwC"), Debtors shall promptly commence a strategic process (the "Strategic Process") aimed at a sale of either substantially all of the assets of the Debtors or identified assets sufficient to result in repayment of Lateral in full (including any default interest, fees, applicable premiums and the Protective Advances) in cash, or otherwise acceptable to Lateral in its sole and absolute discretion (an "Acceptable Sale"). (e) Debtors shall meet the following process benchmarks (with identified time periods in each case commencing on the Forbearance Effective Date): 2 (1) on or before August 24, 2017, the Debtors shall file the Emergency Motion; (2) on or before August 25, 2017, the Debtors shall file the Sale Procedures and the Shutdown Budget, both in form and substance reasonably acceptable to Lateral; (3) on or before August 30, 2017, the Bankruptcy Court shall have entered the Forbearance Approval Order; 2 Capitalized terms used in this Section 6(e) but not otherwise defined herein shall have the meaning provided in the Sale Procedures Order. 102348849.2 7 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 20 of 201 (4) on or before September 8, 2017, PwC shall (i) have prepared a confidential information memorandum or other marketing materials appropriate to the conduct of a commercially reasonable marketing process, and (ii) deliver copies of such materials to Lateral, provided, however, so long as the Debtors are reasonably cooperating with PWC, that any failure by PwC to comply with this provision shall not be an Event of Default; (5) on or before September 8, 2017, the Bankruptcy Court shall have entered an order approving the Debtors’ retention of PwC on terms reasonably acceptable to Lateral, to provide investment banking and financial advisory services to the Debtors in connection with an Acceptable Sale (as such term is defined herein) (the "PwC Retention Order"), (6) on or before September 15, management shall have established a data room which PwC shall have confirmed to be appropriate to the conduct of a commercially reasonable marketing process with respect to the Strategic Process and Lateral shall be granted access to the data room, provided, however, so long as the Debtors are reasonably cooperating with PWC, that any failure by PwC to comply with this provision shall not be an Event of Default; (7) on or before September 15, 2017, PwC shall provide to the Debtors, with a copy to Lateral, a list of the potential buyers or investors that PwC has contacted, which list shall contain, without limitation, any potential buyers and investors who are recommended in writing (which may be electronic correspondence) by Lateral, provided, however, so long as the Debtors are reasonably cooperating with PWC, that any failure by PwC to comply with this provision shall not be an Event of Default; (8) on or before September 15, 2017, the Bankruptcy Court shall have entered an order, acceptable to Lateral in its sole discretion, approving the Sale Procedures (as defined and set forth in Exhibit E) (the "Sale Procedures Order"); (9) on or before October 31, 2017, the Debtors shall execute the Stalking Horse Agreement with Lateral; (10) on or before January 5, 2018, any Qualified Bids must be submitted; (11) on or before January 10, 2018, an Auction shall be conducted as further provided for in the Sale Procedures Order; (12) on or before January 17, 2018, the Bankruptcy Court shall conduct the Sale Hearing; and (13) on or before March 31, 2018, an Acceptable Sale shall be consummated. 102348849.2 8 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 21 of 201 7. Release. IN CONSIDERATION OF THE AGREEMENTS CONTAINED HEREIN, DEBTORS RELEASE LATERAL AND ITS OFFICERS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, ADVISORS, AGENTS, MANAGERS, COUNSEL, AND DIRECTORS FROM ANY AND ALL ACTIONS, CAUSES OF ACTION, CLAIMS, DEMANDS, DAMAGES AND LIABILITIES OF WHATEVER KIND OR NATURE, IN LAW OR IN EQUITY, NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED TO THE EXTENT THAT ANY OF THE FOREGOING ARISES FROM ANY ACTION OR FAILURE TO ACT ON OR PRIOR TO THE DATE HEREOF IN CONNECTION WITH THIS AGREEMENT, OTHER FORBEARANCE DOCUMENTS OR THE DIP LOAN DOCUMENTS. THE PARTIES UNDERSTAND AND EXPRESSLY AGREE THAT THIS RELEASE EXTENDS TO ALL CLAIMS OF EVERY NATURE AND KIND, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, VESTED OR CONTINGENT, ARISING FROM OR ATTRIBUTABLE TO ANY ALLEGED ACT OR OMISSION OF THE PARTIES, OR ANY OF THEIR RESPECTIVE AGENTS, EMPLOYEES, OR REPRESENTATIVES, EACH IN THEIR CAPACITIES AS SUCH. 8. Events of Default. Each of the following events shall be an event of default hereunder (each an "Agreement Event of Default") and shall give rise to the remedies set forth in Section 9 below. Each Agreement Event of Default shall also constitute an Event of Default under the DIP Credit Agreement and other DIP Loan Documents and shall give rise to the rights and remedies thereunder. (a) Performance of Forbearance Agreement. Debtors shall fail to timely perform or observe any obligation or any of the terms, provisions, covenants, conditions, and/or agreements contained in this Agreement or the Exhibits to this Agreement, including without limitation, the Operating Budget and the Financial Covenants provided in Section 6(b). For the avoidance of doubt, and notwithstanding anything in the DIP Loan Documents, the Debtors shall have no ability to "cure" any Event of Default under this Agreement by making the equity contribution provided for in Section 6.12(b)(iii) of the DIP Credit Agreement. (b) Accuracy of Representations. Any representation or warranty made in writing by or on behalf of Debtors pursuant hereto, or the information (other than any projections or other forward-looking statements), taken as a whole, in any written report, certificate, financial statement or other written document furnished in connection with this Agreement or any other Forbearance Document, or otherwise in connection with the transactions contemplated hereby, shall be inaccurate or incomplete in any material respect; provided that it is acknowledged and agreed that the projections, including the Operating Budget, and other forward-looking statements are not representations, warranties or guaranties of future performance. (c) Failure to Consummate Transaction. Without Lateral’s consent, the Debtors or the Board shall fail to pursue diligently and in good faith any Acceptable Sale identified by PwC as part of the Strategic Process. (d) Key Employees. The failure by the Debtors to retain any employee, contractor or director listed on Exhibit F to this Agreement (each a "Key Employee"). 102348849.2 9 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 22 of 201 (e) Breach of Any Covenant. Any breach by Debtors of any of the covenants set forth in this Agreement. (f) Lack of Final Order. Any order of the Bankruptcy Court entered pursuant to the provisions of this Agreement is stayed, vacated, reversed or modified without the express written consent of Lateral. (g) Adverse Action. Debtors shall (i) initiate or assert any action, cause of action, claim, demand, damages or liability of whatever kind or nature, in law or in equity, against Lateral, or (ii) object to or dispute any claim or lien of Lateral. 9. Remedies. Upon the occurrence of an Agreement Event of Default or Forbearance Termination Event: (a) the Forbearance Period and the forbearance hereunder shall terminate automatically; (b) except as otherwise set forth herein or in the DIP Loan Documents, all obligations of Lateral hereunder and under the DIP Loan Documents, if any, shall terminate automatically; (c) except as otherwise set forth herein or in the DIP Loan Documents, Debtors’ right to use cash collateral shall terminate automatically; (d) Lateral shall have the right to credit bid any and all amounts owed pursuant to the DIP Loan Documents (including this Agreement) at any Auction held pursuant to the Sale Procedures Order and none of the Debtors, Green Valley Medical Investments, LLLP, Green Card Fund, or any related persons or entities shall contest such right; (e) notwithstanding any provision of the DIP Loan Documents requiring notice or a hearing, and with the express acknowledgement that the automatic stay is hereby modified, Lateral shall have the immediate right to foreclose on the equity interests of Borrower held by Holdings (the "Hospital Equity") upon 10-days’ notice, which notice shall be deemed to be commercially reasonable; (e) Lateral shall have the right, upon 10-days’ notice, which notice shall be deemed to be commercially reasonable, to conduct a sale of any or all of the DIP Collateral under and pursuant to the Uniform Commercial Code; (f) all other rights and remedies as provided for in the DIP Loan Documents; and (g) all obligations of the Debtors hereunder, including, without limitation, all covenants under Section 5 hereof, shall continue in full force and effect until all amounts outstanding under the DIP Loan Documents (including this Agreement) are Paid in Full. 10. Transaction Costs. (a) In consideration of Lateral’s willingness to enter into this Agreement, the Debtors shall pay all documented out-of-pocket costs and expenses of Lateral, including, without limitation, (i) legal fees, title searches, recording fees, and all other fees and expenses incurred in connection with this Agreement and the transactions described herein, whether or not all of the agreements and transactions contemplated hereby are consummated, and (ii) all costs and expenses incurred by Lateral in connection with the collection of the DIP Obligations and enforcement of this Agreement, the other DIP Loan Documents or any such other documents (collectively, "Lateral Fees and Expenses"). (b) Lateral may, but shall not be required to fund Lender Advances to Debtors to satisfy Debtors’ obligations under this provision. 102348849.2 10 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 23 of 201 11. Advice of Counsel. Debtors acknowledge that they have sought the advice of, and have been advised by, legal counsel of their choice, in connection with the negotiation of this Agreement, and that Debtors have willingly entered into this Agreement with full understanding of the legal and financial consequences of this Agreement. 12. Non-Impairment. Except as expressly provided herein, nothing in this Agreement shall alter or affect any provision, condition or covenant contained in the DIP Loan Documents, or affect or impair any rights, powers, or remedies hereunder or thereunder, it being the intent of the parties hereto that the provisions of the DIP Loan Documents shall continue in full force and effect except as expressly modified hereby. 13. No Waiver. No failure to exercise, and no delay in exercising any right, power or remedy hereunder or under any DIP Loan Document or any Forbearance Document shall impair any right, power or remedy which Lateral may have, nor shall any such delay be construed to be a waiver of any of such rights, powers, or remedies, or an acquiescence in any breach or default under any DIP Loan Document or any Forbearance Document, nor shall any waiver of any breach or default of the Debtors hereunder be deemed a waiver of any breach or default subsequently occurring. The rights and remedies herein specified are cumulative and not exclusive of any rights or remedies which Lateral would otherwise have. 14. Integration; Interpretation. The DIP Loan Documents and the Forbearance Documents contain or expressly incorporate by reference the entire agreement of the parties with respect to the matters contemplated therein, and supersede all prior negotiations and documents, including, without limitation, any term sheet, but the DIP Loan Documents are not being superseded by the Forbearance Documents, except to the limited extent that the Forbearance Documents expressly provide. The DIP Loan Documents and Forbearance Documents shall not be modified except by written instrument executed by all parties. Any reference to the DIP Loan Documents in any of the DIP Loan Documents includes any amendments, renewals or extensions approved by Lateral and all of the Forbearance Documents. 15. No Further Commitment. Without limiting the foregoing, Debtors expressly acknowledge that, except as specifically set forth in this Agreement, (a) Lateral has not made and is not making any commitment for, and there is no understanding, explicit or implicit, relating to, or affecting, any forbearance or forgiveness of future or past interest and/or principal, or any other matter, (b) Lateral has made no commitment with respect to, and there is no understanding, explicit or implicit, relating to or affecting the terms of any further forbearance, restructure or workout which may be entered into with respect to the DIP Loans, and (c) Lateral has not made and is not making any commitment for, and there is no understanding, explicit or implicit, relating to or affecting any amendment or waiver of any of Lateral’s rights under the DIP Loan Documents, all of which are expressly preserved. 16. Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to conflicts of law principles. In the event any provision of this Agreement is deemed to conflict with the DIP Credit Agreement or any other DIP Loan Document, the provisions of this Agreement shall control. 102348849.2 11 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 24 of 201 17. Headings; Severability. The headings used in this Agreement are for convenience only and shall be disregarded in interpreting the substantive provisions of this Agreement. Time is of the essence of each term of the DIP Loan Documents and the Forbearance Documents, including this Agreement. If any provision of any DIP Loan Document or Forbearance Document shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that portion shall be deemed severed therefrom, and the remaining parts shall remain in full force as though the invalid, illegal or unenforceable portion had never been a part thereof. 18. Counterparts. This Agreement may be executed by facsimile or other electronic means, and in any number of counterparts, each of which when executed and delivered to Lateral will be deemed to be an original and all of which, taken together, will be deemed to be one and the same instrument. 19. Time shall be of the essence in connection with any and all of the dates and times set forth in this Agreement. [SIGNATURES FOLLOW ON NEXT PAGE] 102348849.2 12 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 25 of 201 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. LENDER: LATERAL GV, LLC By: _________________________ Name: Richard De Silva Title: Managing Partner ADMINISTRATIVE AGENT: LATERAL SMA AGENT, LLC By: _________________________ Name: Richard De Silva Title: Managing Partner BORROWER: GV HOSPITAL MANAGEMENT, LLC: By: _________________________ Name: Title: 102348849.2 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 26 of 201 HOLDINGS: GREEN VALLEY HOSPITAL, LLC: By: _________________________ Name: Title: GV II: GV II HOLDINGS, LLC: By: _________________________ Name: Title: 102348849.2 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 27 of 201 EXHIBIT A (DIP Credit Agreement) 102348849.2 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 28 of 201 EXECUTION VERSION SENIOR SECURED SUPER PRIORITY DEBTOR IN POSSESSION CREDIT AGREEMENT dated as of April 10, 2017 among GREEN VALLEY HOSPITAL, LLC, as Holdings, GV HOSPITAL MANAGEMENT, LLC, as Borrower, The Lenders Party Hereto and LATERAL SMA AGENT, LLC, as Administrative Agent Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 29 of 201 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Defined Terms................................................................................................................ 2 Section 1.02 Terms Generally........................................................................................................... 27 Section 1.03 Accounting Terms; GAAP............................................................................................ 27 ARTICLE II THE CREDITS Section 2.01 Commitments............................................................................................................... 27 Section 2.02 Loans and Borrowings.................................................................................................. 29 Section 2.03 Requests for Borrowings.............................................................................................. 29 Section 2.04 Funding of Borrowings................................................................................................. 29 Section 2.05 Repayment of Loans; Evidence of Debt........................................................................ 29 Section 2.06 Repayment of Loans on the Maturity Date.................................................................... 30 Section 2.07 Prepayment of Loans.................................................................................................... 30 Section 2.08 Fees.............................................................................................................................. 31 Section 2.09 Interest......................................................................................................................... 31 Section 2.10 [Intentionally Omitted]................................................................................................. 32 Section 2.11 Taxes........................................................................................................................... 32 Section 2.12 Payments Generally; Pro Rata Treatment; Sharing of Setoffs........................................ 35 Section 2.13 Mitigation Obligations.................................................................................................. 37 Section 2.14 Defaulting Lenders....................................................................................................... 37 Section 2.15 Application of Payments and Proceeds......................................................................... 38 Section 2.16 Super Priority Nature of Obligations and Liens............................................................. 38 Section 2.17 Payment of Obligations................................................................................................ 39 Section 2.18 No Discharge; Survival of Claims................................................................................. 39 Section 2.19 Release......................................................................................................................... 39 Section 2.20 Waiver of any Priming Rights and Non-Consensual Use of Cash Collateral.................. 39 Section 2.21 Extension Option.......................................................................................................... 40 ARTICLE III REPRESENTATIONS AND WARRANTIES Section 3.01 Organization; Powers................................................................................................... 41 Section 3.02 Authorization; Enforceability....................................................................................... 41 Section 3.03 Governmental Approvals; No Conflicts........................................................................ 41 Section 3.04 Properties; Good Title.................................................................................................. 42 Section 3.05 Litigation and Environmental Matters........................................................................... 42 Section 3.06 Compliance with Laws and Agreements....................................................................... 43 Section 3.07 Investment Company Status......................................................................................... 44 Section 3.08 Taxes........................................................................................................................... 44 Section 3.09 ERISA......................................................................................................................... 44 Section 3.10 Disclosure.................................................................................................................... 44 i 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 30 of 201 Page Section 3.11 Subsidiaries.................................................................................................................. 45 Section 3.12 Intellectual Property; Licenses, Etc............................................................................... 45 Section 3.13 Federal Reserve Regulations......................................................................................... 45 Section 3.14 Use of Proceeds............................................................................................................ 45 Section 3.15 Labor Matters............................................................................................................... 45 Section 3.16 Reorganization Matters................................................................................................. 46 ARTICLE IV CONDITIONS Section 4.01 Effective Date.............................................................................................................. 49 Section 4.02 Final Order Entry Date and Final Funding Loans.......................................................... 52 ARTICLE V AFFIRMATIVE COVENANTS Section 5.01 Financial Statements and Other Information................................................................. 53 Section 5.02 Notices of Material Events........................................................................................... 55 Section 5.03 Information Regarding Collateral................................................................................. 55 Section 5.04 Existence; Conduct of Business.................................................................................... 56 Section 5.05 Payment of Taxes, etc................................................................................................... 56 Section 5.06 Maintenance of Properties............................................................................................ 56 Section 5.07 Insurance...................................................................................................................... 56 Section 5.08 Books and Records; Inspection and Audit Rights.......................................................... 57 Section 5.09 Compliance with Laws; Compliance with Health Care Laws........................................ 57 Section 5.10 Use of Proceeds............................................................................................................ 58 Section 5.11 Additional Subsidiaries................................................................................................. 58 Section 5.12 Further Assurances....................................................................................................... 59 Section 5.13 Case Milestones........................................................................................................... 59 Section 5.14 Certain Post-Closing Obligations.................................................................................. 59 Section 5.15 Cash Management; Excluded Receivables Account...................................................... 59 ARTICLE VI NEGATIVE COVENANTS Section 6.01 Indebtedness; Certain Equity Securities........................................................................ 60 Section 6.02 Liens............................................................................................................................ 61 Section 6.03 Fundamental Changes.................................................................................................. 62 Section 6.04 Investments, Loans, Advances, Guarantees and Acquisitions........................................ 62 Section 6.05 Asset Sales................................................................................................................... 63 Section 6.06 Sale and Leaseback Transactions.................................................................................. 63 Section 6.07 Swap Agreements......................................................................................................... 63 Section 6.08 Restricted Payments; Certain Payments of Indebtedness............................................... 63 Section 6.09 Transactions with Affiliates.......................................................................................... 64 Section 6.10 Restrictive Agreements................................................................................................. 64 Section 6.11 Certain Amendments; Changes in Business.................................................................. 64 Section 6.12 Financial Covenants..................................................................................................... 64 Section 6.13 Changes in Fiscal Periods............................................................................................. 65 ii 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 31 of 201 Page Section 6.14 Chapter 11 Claims........................................................................................................ 65 Section 6.15 Critical Vendor and Other Payments............................................................................. 66 Section 6.16 Healthcare Permits....................................................................................................... 66 ARTICLE VII EVENTS OF DEFAULT Section 7.01 Events of Default.......................................................................................................... 67 ARTICLE VIII ADMINISTRATIVE AGENT Section 8.01 Appointment and Authority.......................................................................................... 70 Section 8.02 Rights as a Lender........................................................................................................ 71 Section 8.03 Exculpatory Provisions................................................................................................. 71 Section 8.04 Reliance by Administrative Agent................................................................................ 72 Section 8.05 Delegation of Duties..................................................................................................... 72 Section 8.06 Resignation of Administrative Agent............................................................................ 72 Section 8.07 Non-Reliance on Administrative Agent and Other Lenders........................................... 73 Section 8.08 No Waiver; Cumulative Remedies; Enforcement.......................................................... 73 Section 8.09 Withholding Taxes....................................................................................................... 74 ARTICLE IX MISCELLANEOUS Section 9.01 Notices......................................................................................................................... 75 Section 9.02 Waivers; Amendments................................................................................................. 76 Section 9.03 Expenses; Indemnity; Damage Waiver......................................................................... 78 Section 9.04 Successors and Assigns................................................................................................ 80 Section 9.05 Survival........................................................................................................................ 83 Section 9.06 Counterparts; Integration; Effectiveness....................................................................... 83 Section 9.07 Severability.................................................................................................................. 84 Section 9.08 Right of Setoff.............................................................................................................. 84 Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process......................................... 84 Section 9.10 WAIVER OF JURY TRIAL......................................................................................... 85 Section 9.11 Headings...................................................................................................................... 85 Section 9.12 Confidentiality............................................................................................................. 85 Section 9.13 USA Patriot Act........................................................................................................... 86 Section 9.14 Release of Liens and Guarantees.................................................................................. 87 Section 9.15 No Advisory or Fiduciary Responsibility...................................................................... 87 Section 9.16 Interest Rate Limitation................................................................................................ 88 Section 9.17 Conflicts with Other Loan Documents, Interim Order or Final Order............................ 88 Section 9.18 Acknowledgement and Consent to Bail-In of EEA Financial Institutions...................... 88 iii 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 32 of 201 SCHEDULES: Schedule 2.01-Commitments Schedule 3.03-Governmental Approvals; Material Contracts Schedule 3.04(a)-Owned and Leased Real Properties Schedule 3.05-Litigation Schedule 3.06-Compliance with Laws Schedule 3.08-Taxes Schedule 3.11-Subsidiaries Schedule 3.17-Excluded Receivables Accounts Schedule 5.14-Certain Post-Closing Obligations Schedule 6.01-Existing Indebtedness Schedule 6.02-Permitted Senior Liens Schedule 6.10-Restrictive Agreements Schedule 9.01-Notices Schedule B-1-Initial Budget Schedule D-1-Designated Pre-Petition Liabilities EXHIBITS: Exhibit A-1-Form of Assignment and Assumption Exhibit B-1-Form of Borrowing Request Exhibit C-1-Form of Collateral Agreement Exhibit C-2-Form of Compliance Certificate Exhibit C-3-Form of Collection Account Agreement Exhibit G-1-Form of Guarantee Agreement Exhibit I-1-Form of Interim Order Exhibit P-1-Form of Perfection Certificate Exhibit S-1-Form of Subordination Agreement Exhibit 2.11-1-Form of Tax Status Certificate 1 Exhibit 2.11-2-Form of Tax Status Certificate 2 Exhibit 2.11-3-Form of Tax Status Certificate 3 Exhibit 2.11-4-Form of Tax Status Certificate 4 iv 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 33 of 201 SENIOR SECURED SUPER PRIORITY DEBTOR IN POSSESSION CREDIT AGREEMENT dated as of April 10, 2017 (this "Agreement") among GREEN VALLEY HOSPITAL, LLC, an Arizona limited liability company ("Holdings"), GV HOSPITAL MANAGEMENT, LLC, an Arizona limited liability company (the "Borrower"), the LENDERS party hereto and LATERAL SMA AGENT, LLC ("Lateral"), as Administrative Agent. RECITALS WHEREAS, on April 3, 2017 (the "Petition Date"), Holdings, GV II Holdings, LLC, an Arizona limited liability company ("GV II Holdings"), and the Borrower (together with Holdings and GV II Holdings, the "Debtors") commenced chapter 11 cases (collectively, the "Chapter 11 Cases") by filing separate voluntary petitions for reorganization pursuant to chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Arizona (the "Bankruptcy Court"). Debtors have moved the Bankruptcy Court to order the joint administration of the Chapter 11 Cases under Case No. 4:17-bk-03351-SHG. The Debtors continue to operate their businesses and manage their properties as debtors and debtors-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code; WHEREAS, the Borrower has requested that Lenders provide a senior secured, super-priority term loan facility of Twenty Million Dollars ($20,000,000) in aggregate principal amount to fund the working capital requirements, fees, costs and expenses of the Debtors during the pendency of the Chapter 11 Cases; WHEREAS, Lenders are willing to make the certain post-petition loans described herein to Borrower of up to such amount and upon the terms and conditions set forth herein; WHEREAS, the Borrower has agreed to secure all of its Loan Document Obligations under the Loan Documents by granting to the Administrative Agent and the Lenders a security interest in and lien upon substantially all of its existing and after-acquired personal and real property, subject to the terms of the Interim Order and Final Order; WHEREAS, Holdings and its Subsidiaries are willing to guarantee all of the Loan Document Obligations of Borrower under the Loan Documents and to secure all of their obligations under their guarantee by granting to the Administrative Agent and the Lenders a security interest in and lien upon all of their existing and after-acquired personal and real property including, without limitation, all of the Equity Interests of Borrower, subject to the terms of the Interim Order and Final Order; WHEREAS, Holdings and its Subsidiaries are entering into the Loan Documents in order to facilitate a comprehensive restructuring which will allow the Loan Parties to avoid one or more defaults and maintain the value of their assets; and WHEREAS, each Subsidiary will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrower as provided in this Agreement. NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows: 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 34 of 201 ARTICLE I DEFINITIONS Section 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below: "Account" has the meaning set forth in the Uniform Commercial Code in effect in the State of New York. "Accrediting Organization" means any Person from which Borrower has received an accreditation as of the date of this Agreement or thereafter. "Administrative Agent" means Lateral, in its capacity as administrative agent hereunder and under the other Loan Documents, and its successors in such capacity as provided in Article VIII. "Administrative Questionnaire" means an administrative questionnaire in a form supplied by the Administrative Agent. "Affiliate" means, with respect to a specified Person, another Person that directly or indirectly Controls or is Controlled by or is under common Control with the Person specified. "Agent Parties" has the meaning given to such term in Section 9.01(c). "Agreement" has the meaning given to such term in the preamble. "Applicable Account" means, with respect to any payment to be made to the Administrative Agent hereunder, the account specified by the Administrative Agent from time to time for the purpose of receiving payments of such type. "Applicable Rate" means (a) if the Stated Maturity Date is on or prior to January 10, 2018, 12.0% per annum, and (b) if the Stated Maturity Date is after January 10, 2018, 15.0% per annum. "Approved Bank" has the meaning assigned to such term in the definition of the term "Permitted Investments." "Approved Fund" means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or investing in commercial loans and similar extensions of credit in the ordinary course of its activities and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. "Artemis" means the holder of the loan payable to Artemis Realty Capital Advisors, LLC. "Assignment and Assumption" means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any Person whose consent is required by Section 9.04), substantially in the form of Exhibit A-1 or any other form reasonably approved by the Administrative Agent. "Bail-In Action" means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 2 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 35 of 201 "Bail-In Legislation" means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. "Bankruptcy Code" means Title 11 of the United State Code, as amended, or any similar federal or state law for the relief of debtors. "Bankruptcy Court" has the meaning assigned thereto in the recitals. "Board of Directors" means, with respect to any Person: (a) in the case of any corporation, the board of directors of such Person or any committee thereof duly authorized to act on behalf of such board; (b) in the case of any limited liability company, the board of managers of such Person; (c) in the case of any partnership, the board of directors or board of managers of the general partner of such Person; and (d) in any other case, the functional equivalent of the foregoing. "Board of Governors" means the Board of Governors of the Federal Reserve System of the United States of America. "Borrower" has the meaning assigned to such term in the preamble. "Borrower Materials" has the meaning assigned to such term in Section 5.01. "Borrowing" means the making of Loans hereunder. "Borrowing Request" means a request by the Borrower for a Borrowing in accordance with Section 2.03, substantially in the form of Exhibit B-1. "Budget" means the financial projections for the Loan Parties covering the 26 week period commencing on the Petition Date on a weekly basis, which projections shall include, at a minimum, cash receipts, operating disbursements, payroll disbursements, a reasonably detailed professional fee budget, non-operating disbursements for the period covered thereby, substantially in the form of the initial Budget attached hereto as Schedule B-1, and any subsequent projections furnished pursuant to Section 5.01 hereof, in each case, in form and substance reasonably satisfactory to the Administrative Agent in its sole discretion. "Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. "Capital Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. 3 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 36 of 201 "Capitalized Leases" means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases; provided, that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP. "Carve-Out" has the meaning assigned thereto in the Interim Order and, when effective, the Final Order. "Cash Disbursements" means, for any period, the amount of cash operating and non-operating disbursements for Holdings and the Borrower during such period, on a consolidated basis, as set forth in the applicable approved Budget or Variance Report for such period. "Cash Receipts" means, for any period, the cumulative amount of cash receipts for Holdings and the Borrower during such period, on a consolidated basis, as set forth in the applicable approved Budget or Variance Report for such period. "Casualty Event" means any event that gives rise to the receipt by Holdings, the Borrower or any Subsidiary of any insurance proceeds or condemnation awards or in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property. "Change in Control" means: (a) the failure of Holdings, directly or indirectly through wholly owned subsidiaries, to own all of the Equity Interests of each other Loan Party; (b) the failure by the Permitted Holders to own, directly or indirectly through one or more holding company parents of Holdings, beneficially and of record, Equity Interests in Holdings representing at least a majority of the aggregate ordinary voting power for the election of directors of Holdings represented by the issued and outstanding Equity Interests in Holdings; or (c) the occupation of a majority of the seats (other than vacant seats) on the Board of Directors of Holdings by Persons who were neither (i) nominated, designated or approved by the Board of Directors of Holdings or the Permitted Holders nor (ii) appointed by directors so nominated, designated or approved. "Change in Law" means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a "Change in Law", regardless of the date enacted, adopted or issued. "Change in Management" shall mean that either John Matuska or John Moore shall have for any reason ceased to function for any Loan Party, in the same or similar capacities as in existence on the Effective Date and that a replacement acceptable to the Administrative Agent in the exercise of its 4 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 37 of 201 reasonable business judgment has not been retained within fifteen (15) days of the date of such event; provided, that the Administrative Agent’s approval shall not be unreasonably withheld, delayed or conditioned. "Chapter 11 Cases" has the meaning assigned thereto in the recitals. "CMS" means the federal Centers for Medicare & Medicaid Services and any successor Governmental Authority. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Collateral" means any and all assets, whether real or personal, tangible or intangible, on which Liens are purported to be granted pursuant to the Security Documents as security for the Secured Obligations. "Collateral Agreement" means the Senior Secured Super Priority Debtor in Possession Collateral Agreement among the Borrower, each other Loan Party and the Administrative Agent, substantially in the form of Exhibit C-1. "Collateral and Guarantee Requirement" means, at any time, the requirement that: (a) the Administrative Agent shall have received from (i) each Loan Party (other than the Borrower) either (x) a counterpart of the Guarantee Agreement duly executed and delivered on behalf of such Person or (y) in the case of any Person that becomes a Loan Party after the Effective Date, a supplement to the Guarantee Agreement, in the form specified therein, duly executed and delivered on behalf of such Person and (ii) each Loan Party either (x) a counterpart of the Collateral Agreement duly executed and delivered on behalf of such Person or (y) in the case of any Person that becomes a Subsidiary Loan Party after the Effective Date, a supplement to the Collateral Agreement, in the form specified therein, duly executed and delivered on behalf of such Person, in each case under this clause (a) together with, in the case of any such Loan Documents executed and delivered after the Effective Date, to the extent reasonably requested by the Administrative Agent, documents and opinions of the type referred to in Section 4.01(d); (b) all outstanding Equity Interests of each Subsidiary owned by any other Loan Party shall have been pledged to the Administrative Agent pursuant to the Collateral Agreement, all Equity Interests in Borrower and owned by Holdings shall have been certificated (and, as necessary, appropriate elections have been made under Article 8 of the UCC to treat such Equity Interests as securities); provided that upon request by the Administrative Agent, all Equity Interests of Subsidiaries owned by any Loan Party shall be certificated (and, as necessary, appropriate elections be made under Article 8 of the UCC to treat such Equity Interests as securities), and the Administrative Agent shall receive, within ten (10) Business Days of the date of such request, all certificates or other instruments representing such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; (c) all certificates, agreements, documents and instruments, including Uniform Commercial Code financing statements and account control agreements with respect to each deposit account, securities account and commodity account, required by the Security Documents, Requirements of Law and as reasonably requested by the Administrative Agent to be filed, delivered, registered or recorded to create the Liens intended to be created by the 5 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 38 of 201 Security Documents and perfect such Liens to the extent required by, and with the priority required by, the Security Documents and the other provisions of the term "Collateral and Guarantee Requirement," shall have been filed, registered or recorded or executed and delivered to the Administrative Agent, as applicable; and (d) the Administrative Agent shall have received (i) counterparts of a Mortgage with respect to each Owned Real Property duly executed and delivered by the record owner of such Owned Real Property, (ii) a policy or policies of title insurance in the amount equal to the lesser of (i) $20,000,000 or (ii) the fair market value of the Borrower’s Owned Real Property and fixtures issued by a nationally recognized title insurance company reasonably acceptable to the Administrative Agent insuring the Lien of such Mortgage as a first priority Lien on the Owned Real Property of Borrower and described therein, free of any Liens other than such Liens and other Permitted Encumbrances, together with such endorsements as the Administrative Agent may reasonably request, (iii) such affidavits, certificates, information (including financial data) and instruments of indemnification as shall be reasonably required to induce the title company to issue the title policy/ies and endorsements contemplated above and which are reasonably requested by such title company, (iv) a completed "Life-of-Loan" Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Owned Real Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating to such Owned Real Property), (v) if any Owned Real Property is located in an area determined by the Federal Emergency Management Agency to have special flood hazards, evidence of such flood insurance as may be required under applicable law, including Regulation H of the Board of Governors and the other Flood Insurance Laws and as required under Section 5.07, and (vi) such legal opinions as the Administrative Agent may reasonably request with respect to any such Mortgage or Mortgaged Property, in each case, in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent in its sole discretion may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any Guarantee. "Collection Account Agreement" has the meaning assigned to such term in Section 5.15(b). "Commitment" means, with respect to each Lender, the commitment, if any, of such Lender to make Loans hereunder on any Funding Date, expressed as an amount representing the maximum principal amount of Loans to be made by such Lender hereunder on such Funding Date or in the aggregate, as the context may require, as such commitment may be (a) reduced upon the making of Loans pursuant to Section 2.01, and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to an Assignment and Assumption. The amount of each Lender’s Commitment, for each Funding Date and in the aggregate, as of the Effective Date is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as the case may be. The aggregate principal amount of the Commitments hereunder as of the Effective Date is $20,000,000. "Compliance Certificate" means a Compliance Certificate required to be delivered pursuant to Section 5.01, substantially in the form of Exhibit C-2. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies, or the dismissal or appointment of the management, of a Person, 6 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 39 of 201 whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto. "Control Agreement" means, with respect to any deposit account, securities account, commodity account, securities entitlement or commodity contract, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Administrative Agent, the financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried and the Loan Party maintaining such account or owning such entitlement or contract, effective to grant "control" (within the meaning of Articles 8 and 9 under the applicable UCC) over such account to the Administrative Agent. "Controlled Deposit Account" has the meaning assigned to such term in Section 5.15(a). "Debtor Relief Laws" means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally. "Debtors" has the meaning assigned to such term in the recitals. "Default" means any event or condition that constitutes an Event of Default or that upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. "Defaulting Lender" means, subject to Section 2.14(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided, that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender, or (iii) become the subject of a Bail-In Action. Any determination by the Administrative Agent that a Lender is a Defaulting Lender 7 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 40 of 201 under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.14(b)) upon delivery of written notice of such determination to the Borrower and each Lender. "Designated Pre-Petition Lender(s)" means (a) Artemis, (b) the holder of the loan payable to SCM Specialty Finance Opportunities Fund, L.P. and (c) the holder of the loan payable to Cardinal Health. "Designated Pre-Petition Liabilities" means the liabilities described on Schedule D-1. "Disclosure Statement" has the meaning assigned to such term in Section 5.13(a). "Disposition" has the meaning assigned to such term in Section 6.05. "Disqualified Equity Interest" means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition: (a) matures or is mandatorily redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise; (b) is convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Indebtedness or Equity Interests (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests); or (c) is redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests) or is required to be repurchased by such Person or any of its Affiliates, in whole or in part, at the option of the holder thereof; in each case, on or prior to the date 91 days after the Maturity Date; provided, however, that (i) an Equity Interest in any Person that would not constitute a Disqualified Equity Interest but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such Equity Interest upon the occurrence of an "asset sale" or a "change of control" shall not constitute a Disqualified Equity Interest if any such requirement becomes operative only after repayment in full of all the Loans and all other Loan Document Obligations that are accrued and payable and the termination of the Commitments and (ii) if an Equity Interest in any Person is issued pursuant to any plan for the benefit of employees of Holdings (or any direct or indirect parent thereof) or any of its subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute a Disqualified Equity Interest solely because it may be required to be repurchased by Holdings (or any direct or indirect parent company thereof) or any of its subsidiaries in order to satisfy applicable statutory or regulatory obligations of such Person. "Dollars", "dollars" or "$" refers to lawful money of the United States of America. "EEA Financial Institution" means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of 8 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 41 of 201 an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. "EEA Member Country" means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. "EEA Resolution Authority" means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. "EU Bail-In Legislation Schedule" means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. "Effective Date" means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02). "Eligible Assignee" means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than Holdings, the Borrower or any of their Subsidiaries or Affiliates or any natural person). "Environmental Laws" means the applicable common law and treaties, rules, regulations, codes, ordinances, judgments, orders, decrees and other applicable Requirements of Law, and all applicable injunctions or binding agreements issued, promulgated or entered into by or with any Governmental Authority, in each instance relating to the protection of the environment, to preservation or reclamation of natural resources, to Release or threatened Release of any Hazardous Material or to the extent relating to exposure to Hazardous Materials, to health or safety matters. "Environmental Liability" means any liability, obligation, loss, claim, action, order or cost, contingent or otherwise (including any liability for damages, costs of medical monitoring, costs of environmental remediation or restoration, administrative oversight costs, consultants’ fees, fines, penalties and indemnities), of Holdings, the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) any actual or alleged violation of any Environmental Law or permit, license or approval issued thereunder, (b) the generation, use, handling, transportation or storage treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. "Equity Interests" means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. "ERISA Affiliate" means any trade or business (whether or not incorporated) that, together with Holdings, is treated as a single employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code. "ERISA Event" means (a) any "reportable event," as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to an ERISA Plan (other than an event for which the 30-day notice period is waived); (b) prior to the effectiveness of the applicable provisions of the Pension Act, the 9 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 42 of 201 existence with respect to any ERISA Plan of an "accumulated funding deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA) or, on and after the effectiveness of the applicable provisions of the Pension Act, any failure by any ERISA Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such ERISA Plan, in each case whether or not waived; (c) the filing pursuant to, prior to the effectiveness of the applicable provisions of the Pension Act, Section 412(d) of the Code or Section 303(d) of ERISA or, on and after the effectiveness of the applicable provisions of the Pension Act, Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard with respect to any ERISA Plan; (d) on and after the effectiveness of the applicable provisions of the Pension Act, a determination that any ERISA Plan is, or is expected to be, in "at-risk" status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); (e) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any ERISA Plan; (f) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any ERISA Plan or ERISA Plans or to appoint a trustee to administer any ERISA Plan; (g) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any ERISA Plan or Multiemployer Plan; or (h) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or, on and after the effectiveness of the applicable provisions of the Pension Act, in endangered or critical status, within the meaning of Section 305 of ERISA. "ERISA Plan" means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA. "Event of Default" has the meaning assigned to such term in Section 7.01. "Exchange Act" means the United States Securities Exchange Act of 1934, as amended from time to time. "Excluded Assets" means: (a) the Excluded Receivables Account; (b) any lease, license or other agreement with any Person if, to the extent and for so long as, the grant of a Lien thereon to secure the Secured Obligations constitutes a breach of or a default under, or creates a right of termination in favor of any party (other than any Loan Party or Subsidiary thereof) to, such lease, license or other agreement (but only to the extent any of the foregoing is not rendered ineffective by, or is otherwise unenforceable under, the Uniform Commercial Code or any Requirements of Law); provided, that the security interest under the Collateral Agreement shall attach immediately to any such asset (x) at the time the provision of such agreement containing such restriction ceases to be in effect and (y) to the extent any such breach or default is not rendered ineffective by, or is otherwise unenforceable pursuant to the UCC or any other applicable Requirement of Law; (c) any intent-to-use trademark applications filed in the United States Patent and Trademark Office; and 10 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 43 of 201 (d) assets subject to capital leases or purchase money financing to the extent such capital leases, purchase money financing or letters of credit are permitted hereunder and prohibit the granting of a Lien including any asset owned by any Loan Party that is subject to a Lien of the type permitted by Section 6.02(e) (whether or not incurred pursuant to such Section) if to the extent and for so long as the grant of a Lien thereon hereunder to secure the Secured Obligations constitutes a breach of or a default under, or creates a right of termination in favor of any party (other than any Loan Party or any Subsidiary thereof) to, any agreement pursuant to which such Lien has been created; provided, that the security interest under the Collateral Agreement shall attach immediately to any such asset (x) at the time the provision of such agreement containing such restriction ceases to be in effect and (y) to the extent any such breach or default is not rendered ineffective by, or is otherwise unenforceable pursuant to the UCC or any other applicable Requirement of Law. "Excluded Receivables Account" means the deposit account of a Loan Party set forth on Schedule 3.17 into which such Loan Party’s Government Health-Care-Insurance Receivables are deposited. "Excluded Taxes" means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.11, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.11(f) and (d) any U.S. federal withholding Taxes imposed under FATCA. "Exit Fee" means, with respect to any payment of principal made in respect of the Loans, a fee equal to (a) the amount of interest that would have accrued and been payable hereunder on the principal amount of the Loans to be paid for the period commencing on the Effective Date and ending on the Assumed Repayment Date, assuming (i) the principal amount of the Loans to be repaid was advanced on the Effective Date and (ii) the interest rate payable thereon was the Assumed Applicable Rate rather than the Applicable Rate, minus (b) the amount of interest that accrued and was paid in cash on or prior to the applicable payment date in respect of the principal amount of the Loans to be paid. For purposes of the foregoing: The "Assumed Applicable Rate" means an interest rate per annum equal to the percentage set forth below corresponding to the applicable principal payment date: Payment Date: Assumed Interest Rate: If the payment date is after the Effective Date but 12.0% per annum prior to August 7, 2017 If the payment date is on or after August 7, 2017 13.5% per annum but on prior to October 6, 2017 If the payment date is on or after October 6, 2017 15.0% per annum 11 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 44 of 201 The "Assumed Repayment Date" means (a) if the date of determination is prior to the date that the Stated Maturity Date has been extended in accordance with the terms of Section 2.21 hereof, the one year anniversary of the Effective Date, and (b) in all other cases, the Stated Maturity Date. "FATCA" means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code. "Federal Funds Effective Rate" means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. "Fee Letter" means the letter agreement dated the Effective Date among Holdings, the Borrower and Lateral Investment Management. "Final Order" has the meaning set forth in Section 4.02. "Final Order Entry Date" means the date on which the Final Order is entered by the Bankruptcy Court. "Financial Officer" means the chief financial officer, principal accounting officer, treasurer or controller of Holdings. "Flood Insurance Laws" means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto. "Foreign Lender" means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. "Funding Date" means (a) the Effective Date or (b) the Final Order Entry Date (or such later date as designated by the Borrower on no less than five (5) Business Days’ prior written notice to the Administrative Agent). "GAAP" means generally accepted accounting principles in the United States of America, as in effect from time to time but subject to Section 1.03. "Government Health-Care-Insurance Receivables" means "Health-Care-Insurance Receivables" (as such term is defined in the Uniform Commercial Code in effect in the State of New York) which are payable by Medicare, Medicaid or any other similar governmental health insurance program. 12 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 45 of 201 "Governmental Approvals" means all authorizations, consents, approvals, permits, provider numbers, supplier numbers, licenses and exemptions of, registrations and filings with, and reports to, Governmental Authorities including, without limitation, Healthcare Permits. "Governmental Authority" means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency (including, but not limited to, CMS) authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). "Guarantee" of or by any Person (the "guarantor") means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the "primary obligor") in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Effective Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined in good faith by a Financial Officer. The term "Guarantee" as a verb has a corresponding meaning. "Guarantee Agreement" means the Master Guarantee Agreement among the Guarantors and the Administrative Agent, substantially in the form of Exhibit G-1. "Guarantors" means, collectively, Holdings and the Subsidiary Loan Party. "Hazardous Materials" means all substances, wastes, pollutants or contaminants, materials, constituents, chemicals or compounds in any form regulated under any Environmental Law, including petroleum or petroleum by-products or distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated as hazardous or toxic, or any other term of similar import, pursuant to any Environmental Law. "Health Care Laws" means all federal and state laws regulating health services or payment (including, but not limited to, regulating the possession, control, warehousing, marketing, sale and distribution of pharmaceuticals, the operation of medical facilities, patient healthcare, patient healthcare information, patient abuse, licensure, privacy, security, the quality, adequacy and safety of medical care, rate setting, equipment, personnel and operating policies), including, but not limited to, (a) all federal and state fraud and abuse laws, including but not limited to, the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the Stark Law (42 U.S.C. § 1395nn), the Anti-Inducement Law (42 U.S.C. § 1320a-7a(a)(5)), the civil False Claims Act (31 U.S.C. § 3729 et seq.), the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)), the exclusion laws (42 U.S.C. § 1320a-7) and the civil monetary penalty laws (42 13 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 46 of 201 U.S.C. § 1320a-7a), (b) HIPAA, (c) Medicare (Title XVIII of the Social Security Act), (d) Medicaid (Title XIX of the Social Security Act), (e) TRICARE, (f) the Patient Protection and Affordable Care Act (P.L. 111-1468), (g) The Health Care and Education Reconciliation Act of 2010 (P.L. 111-152), (h) quality, safety and accreditation standards and requirements of all applicable state laws or regulatory bodies, (i) all laws, policies, procedures, requirements and regulations pursuant to which Healthcare Permits are issued, and (j) any and all other applicable health care laws, regulations, manual provisions, program memoranda, opinion letters, policies and administrative guidance, each of (a) through (j) as may be amended from time to time. "Healthcare Permit" means a Governmental Approval (a) issued or required under Health Care Laws applicable to the business of Borrower or necessary in the possession, ownership, warehousing, marketing, promoting, sale, labeling, furnishing, distribution or delivery of goods or services under Health Care Laws applicable to the business of Borrower, (b) issued by any Person from which Borrower has received an accreditation, and/or (c) issued or required under Health Care Laws applicable to the ownership or operation of any business location of Borrower. "Health Care Reportable Event" means (a) Holdings, the Borrower or any of their Subsidiaries becomes subject to any civil or criminal investigations, or any material inquiries, validation reviews, program integrity reviews, reimbursement audits or statements of deficiencies, involving and/or related to its compliance with Health Care Laws; (b) any material exclusion, voluntary disclosure, notice of claim to recover material overpayments, revocation, suspension, termination, probation, restriction, limitation, denial, or non-renewal affecting the Borrower or any of its Subsidiaries with respect to any material Third Party Payor Program; (c) the occurrence of any reportable event under any settlement agreement or corporate integrity agreement involving and/or related to its compliance with Health Care Laws entered into with any Governmental Authority or (d) Holdings, the Borrower or any of their Subsidiaries becomes aware that any representation or warranty contained in Section 3.17 is not true or correct. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as the same may be amended, modified or supplemented from time to time, and any successor statute thereto, and any and all rules or regulations promulgated from time to time thereunder. "HIPAA Compliant" shall mean that the applicable Person is in material compliance with each of the applicable requirements of the so-called "Administrative Simplification" provisions of HIPAA, and is not and could not reasonably be expected to become the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could reasonably be expected to result in any of the foregoing or that could reasonably be expected to materially adversely affect such Person's business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by such Person of the provisions of HIPAA. "Holdings" has the meaning assigned to such term in the preamble. "Indebtedness" of any Person means, without duplication: (a) all obligations of such Person for borrowed money; (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; 14 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 47 of 201 (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person; (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding (i) trade accounts payable, (ii) other accrued liabilities and (iii) deferred compensation in each case incurred in the ordinary course of business); (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed; (f) all Guarantees by such Person of Indebtedness of others; (g) all Capital Lease Obligations of such Person; (h) all obligations, contingent or otherwise, of such Person in respect of any surety bonds or as an account party in respect of letters of credit and letters of guaranty; and (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. The amount of Indebtedness of any Person for purposes of clause (e) above shall (unless such Indebtedness has been assumed by such Person) be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness and (B) the fair market value of the property encumbered thereby as determined by such Person in good faith. "Indemnified Taxes" means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes. "Indemnitee" has the meaning assigned to such term in Section 9.03(b). "Information" has the meaning assigned to such term in Section 9.12(a). "Intellectual Property" has the meaning assigned to such term in the Collateral Agreement. "Interest Payment Date" means the last Business Day of each calendar month. "Interim Order" means that certain interim order (a) authorizing each of the Loan Parties who are Debtors (i) to obtain post-petition financing pursuant to 11 U.S.C. §§ 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3)(1) and 364(e), and (ii) to utilize cash collateral pursuant to 11 U.S.C. § 363, (b) granting adequate protection to pre-petition secured parties pursuant to 11 U.S.C. §§ 361, 362, 363 and 364, (c) scheduling a final hearing pursuant to Bankruptcy Rule 4001(b), and (d) to be entered by the Bankruptcy Court in the Chapter 11 Cases in accordance with Section 4.01(m), substantially in the form of Exhibit I-1 or otherwise satisfactory in form and substance to the Administrative Agent in its sole discretion. 15 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 48 of 201 "Interim Order Entry Date" means the date on which the Interim Order is entered by the Bankruptcy Court. "Investment" means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of any obligations of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. "knowledge" and other similar words, when used to describe the state of knowledge of Holdings, the Borrower or any of its Subsidiaries, should be limited to the actual knowledge of John Matuska, John Moore and Mona Rae Smith. "Lenders" means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. "Lien" means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset. "Loan Document Obligations" means (a) the due and punctual payment by the Borrower of (i) the principal of and interest at the applicable rate or rates provided herein (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (ii) all other monetary obligations of the Borrower under or pursuant to this Agreement and each of the other Loan Documents, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual payment and performance of all other obligations of the Borrower under or pursuant to each of the Loan Documents and (c) the due and punctual payment and performance of all the obligations of each other Loan Party under or pursuant to this Agreement and each of the other Loan Documents (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding). "Loan Documents" means this Agreement, the Guarantee Agreement, the Collateral Agreement, the other Security Documents, any Notes, the Subordination Agreement, the Fee Letter and each other agreement, document, instrument or supplement executed and delivered in connection with any of the foregoing from time to time. "Loan Parties" means Holdings, the Borrower and the Subsidiary Loan Party. "Loans" means the loans made by the Lenders to the Borrower pursuant to this Agreement, as well as any Lender Advances made pursuant to Section 2.01(c). 16 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 49 of 201 "Material Adverse Effect" means any event, circumstance or condition that has had, or would reasonably be expected to have, a materially adverse effect on (a) the business, financial condition, or results of operations of Holdings, the Borrower and its Subsidiaries, taken as a whole, (b) the ability of the Borrower and the other Loan Parties, taken as a whole, to perform their payment obligations under the Loan Documents or (c) the rights and remedies of the Administrative Agent and the Lenders under the Loan Documents. "Maturity Date" means the earliest of: (a) the Stated Maturity Date; (b) the effective date of any chapter 11 plan of the Debtors; (c) the date that is forty-five (45) days after the Interim Order Entry Date if the Final Order Entry Date shall not have occurred by such date; and (d) the date of acceleration of the Loans and termination of the Commitments hereunder (including, without limitation, as a result of the occurrence of any Event of Default). "Maximum Rate" has the meaning assigned to such term in Section 9.17. "Medicaid" means, collectively, the health care assistance program established by Title XIX of the Social Security Act (42 U.S.C. 1396 et seq.) and any statutes succeeding thereto, and all laws, rules, regulations, manuals, orders, guidelines or requirements pertaining to such program including (a) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting such program; (b) all state statutes and plans for medical assistance enacted in connection with such program and federal rules and regulations promulgated in connection with such program; and (c) all applicable provisions of all rules, regulations, manuals, orders and administrative, reimbursement, guidelines and requirements of all government authorities promulgated in connection with such program (whether or not having the force of law), in each case as the same may be amended, supplemented or otherwise modified from time to time. "Medicare" means, collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. 1395 et seq.) and any statutes succeeding thereto, and all laws, rules, regulations, manuals, orders or guidelines pertaining to such program including (a) all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting such program; and (b) all applicable provisions of all rules, regulations, orders and requirements of all governmental authorities promulgated in connection with such program, in each case as the same may be amended, supplemented or otherwise modified from time to time. "Moody’s" means Moody’s Investors Service, Inc. and any successor to its rating agency business. "Mortgage" means a mortgage, deed of trust, assignment of leases and rents, leasehold mortgage or other security document granting a Lien on any Mortgaged Property to secure the Secured Obligations. Each Mortgage shall be in form and substance satisfactory to the Administrative Agent. "Mortgaged Property" means each Owned Real Property together with the improvements thereto with respect to which a Mortgage is granted pursuant to the Collateral and Guarantee Requirement, Section 5.11, Section 5.12 or Section 5.14. 17 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 50 of 201 "Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. "Net Proceeds" means, with respect to any event, the proceeds received in respect of such event in cash or Permitted Investments, including (a) any cash or Permitted Investments received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment or earn-out, but excluding any interest payments), but only as and when received, (b) in the case of a Casualty Event, insurance proceeds, and (c) in the case of a condemnation or similar event, condemnation awards and similar payments, minus the sum of (i) the reasonable fees and out-of-pocket expenses paid by Holdings, the Borrower and the Guarantors in connection with such event and (ii) if the proceeds constitute proceeds required to be applied to Indebtedness that is secured by a Permitted Senior Lien, the amount required to be applied to repay such Indebtedness (so long as such proceeds are actually so applied). "Non-Consenting Lender" has the meaning assigned to such term in Section 9.02(c). "Note" means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender. "Organizational Documents" means, with respect to any Person, the charter, articles or certificate of organization or incorporation and bylaws or other organizational or governing documents of such Person. "Other Connection Taxes" means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document). "Other Taxes" means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment. "Owned Real Property" means each parcel of real property together with the improvements thereto owned by a Loan Party. "Participant" has the meaning assigned to such term in Section 9.04(c)(ii). "Participant Register" has the meaning assigned to such term in Section 9.04(c)(ii). "Patient Receivables" means, with respect to any Loan Party, the patient accounts receivable of such Loan Party existing or hereafter created, any and all rights to receive payments due on such accounts receivable from any Governmental Authority payor under or in respect of such accounts receivable (including, without limitation, Medicare and Medicaid), and all proceeds of or in any way derived, whether directly or indirectly, from any of the foregoing (including, without limitation, all interest, finance charges and other amounts payable by any Governmental Authority obligor, directly or indirectly, in respect thereof). 18 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 51 of 201 "PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions. "Pension Act" means the Pension Protection Act of 2006, as amended from time to time. "Perfection Certificate" means a certificate substantially in the form of Exhibit P-1. "Permitted Encumbrances" means: (a) The Permitted Senior Lien; (b) Liens for Taxes that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (c) Liens with respect to outstanding motor vehicle fines and Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or construction contractors’ Liens and other similar Liens arising in the ordinary course of business that secure amounts not overdue for a period of more than 30 days or, if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Lien or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, in each case so long as such Liens do not individually or in the aggregate have a Material Adverse Effect; (d) Liens incurred or deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) securing liability for reimbursement or indemnification obligations of insurance carriers providing property, casualty or liability insurance to Holdings, the Borrower or any Guarantor; (e) Liens incurred or deposits made to secure the performance of bids, trade contracts, governmental contracts and leases (including Liens in favor of Governmental Authorities on equipment purchased by a Loan Party for purposes of fulfilling its obligations under a contract with such Governmental Authorities), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; (f) easements, rights-of-way, restrictions, encroachments, protrusions, zoning restrictions and other similar encumbrances and minor title defects affecting real property that, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of Holdings, the Borrower and its Subsidiaries, taken as a whole; (g) Liens securing, or otherwise arising from, judgments not constituting an Event of Default under Section 7.01(i); (h) Liens arising from precautionary Uniform Commercial Code financing statements or similar filings made in respect of operating leases entered into by Holdings, the Borrower or any of its Subsidiaries; and 19 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 52 of 201 (i) Liens securing the GVMI Subordinated Debt. "Permitted Holders" means Green Valley Medical Investments, LLLP. "Permitted Investments" means any of the following: (a) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of the United States, having average maturities of not more than 12 months from the date of acquisition thereof; provided, that the full faith and credit of the United States is pledged in support thereof; (b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is a Lender or (ii) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clause (i) or (ii) being an "Approved Bank"), in each case with average maturities of not more than 12 months from the date of acquisition thereof; (c) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 12 months from the date of acquisition thereof; (d) marketable short-term money market and similar highly liquid funds either (i) having assets in excess of $250,000,000 or (ii) having a rating of at least A-2 or P-2 from either S&P or Moody’s, respectively (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service); and (e) investments, classified in accordance with GAAP as current assets of the Borrower or any Subsidiary, in money market investment programs that are registered under the Investment Company Act of 1940 or that are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such investments are of the character, quality and maturity described in clauses (a) through (d) of this definition. "Permitted Refinancing" means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided, that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) Indebtedness resulting from such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) immediately after giving effect thereto, no Event of Default shall have occurred and be continuing, and (d) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Loan Document Obligations, Indebtedness resulting from such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Loan 20 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 53 of 201 Document Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended. "Permitted Senior Lien" means, to the extent not subordinated or invalidated by order of the Bankruptcy Court, or as provided in the Subordination Agreement, any valid, enforceable, and non-avoidable Lien that was perfected prior to the Petition Date and that secures obligations identified on Schedule 6.02, except to the extent the holders will be paid off on or prior to the Effective Date. For the avoidance of doubt this term "Permitted Senior Lien" shall not include any liens held by (i) Green Valley Medical Investments, LLLP, (ii) SCM Specialty Finance Opportunities Fund, L.P., or (iii) Cardinal Health. "Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. "Petition Date" has the meaning assigned to such term in the recitals. "Plan" has the meaning assigned to such term in Section 5.13(a). "Platform" has the meaning assigned to such term in Section 5.01. "Post-Petition" shall mean the time period subsequent to the filing of the Chapter 11 Cases. "Prepayment Event" means: (a) the receipt by any Loan Party of the proceeds of any sale, transfer or other disposition of any property or asset of Holdings or any of its Subsidiaries, other than any such sale, transfer or other disposition permitted by Section 6.05; (b) the receipt by any Loan Party of the proceeds of any Casualty Event, loss of property or assets or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding; (c) the receipt by any Loan Party or Subsidiary thereof any amounts not in the ordinary course of business, including: (i) tax refunds; (ii) pension plan reversions; (iii) proceeds of business interruption insurance; (iv) judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action; (v) indemnity payments; and (vi) any purchase price adjustment received in connection with any purchase agreement; and (d) the incurrence by any Loan Party or Subsidiary thereof of any Indebtedness, other than Indebtedness permitted under Section 6.01. "Pre-Petition" shall mean the time period prior to the filing of the Chapter 11 Cases. "Project" means the hospital from which Holdings or Borrower provides or furnishes goods or services. "Proposed Change" has the meaning assigned to such term in Section 9.02(c). "Public Lender" has the meaning assigned to such term in Section 5.01. "Qualified Cash" means, as of any date of determination, the amount of unrestricted cash and Permitted Investments of Holdings, Borrower and their Subsidiaries that is in deposit accounts or in 21 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 54 of 201 securities accounts, or any combination thereof, and which such deposit account or securities account is the subject of a Control Agreement and is subject to a first priority (other than liens in favor of the depositary bank or securities intermediary for ordinary course bank charges as reflected in the Control Agreement) security interest in favor of the Administrative Agent perfected in accordance with applicable law. "Recipient" means (a) the Administrative Agent or (b) any Lender, as applicable. "Register" has the meaning assigned to such term in Section 9.04(b)(iv). "Related Parties" means, with respect to any specified Person, such Person’s Affiliates and the partners, directors, officers, employees, trustees, agents, controlling persons, advisors and other representatives of such Person and of each of such Person’s Affiliates and permitted successors and assigns. "Release" means any release, spill, emission, leaking, dumping, injection, emptying, pumping, escaping, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment (including ambient air, indoor air, surface water, groundwater, land surface or subsurface strata) and including the environment within any building, or any occupied structure, facility or fixture. "Released Parties" has the meaning assigned to such term in Section 2.19. "Required Lenders" means at any time, Lenders having outstanding Loans and unused Commitments representing more than 50% of the aggregate outstanding Loans and unused Commitments at such time; provided, that to the extent set forth in Section 9.02, (a) whenever there are one or more Defaulting Lenders, the total outstanding Loans and unused Commitments of each Defaulting Lender shall in each case be excluded for purposes of making a determination of Required Lenders. "Requirements of Law" means, with respect to any Person, any statutes, laws, treaties, rules, regulations, orders, decrees, writs, injunctions or determinations of any arbitrator or court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, including but not limited to, Health Care Laws. "Responsible Officer" means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer, or other similar officer, manager or a director of a Loan Party and with respect to certain limited liability companies or partnerships that do not have officers, any manager, sole member, managing member or general partner thereof, and as to any document delivered on the Effective Date or thereafter pursuant to clause (a)(i) of the definition of the term "Collateral and Guarantee Requirement," any secretary or assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. "Restricted Payment" means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in Holdings or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in Holdings or any Subsidiary or any option, warrant or other right to acquire any such Equity Interests in Holdings or any Subsidiary. 22 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 55 of 201 "Retained Rights" with respect to any Patient Receivable owing from any Governmental Authority, the rights of any payee granted by applicable law and regulation over such Patient Receivable, which in the absence of a court order in the manner expressly contemplated by applicable state and federal law are subject to restrictions on assignment, pledging or are otherwise encumbered by applicable law or regulation, including, without limitation, and as applicable, restrictions on the collection thereof and discretion over the transfer thereof, to any party and restrictions on any such party’s ability to enforce the claim giving rise to such Patient Receivable against such Governmental Authority. "S&P" means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business. "Secured Obligations" has the meaning assigned to such term in the Collateral Agreement. "Security Documents" means the Collateral Agreement, the Mortgages and each other security agreement or pledge agreement executed and delivered pursuant to the Collateral and Guarantee Requirement, Section 5.11, Section 5.12 or Section 5.14 to secure any of the Secured Obligations. "Stated Maturity Date" means, subject to extension in accordance with Section 2.21, January 10, 2018. "Subordinated GVMI Debt" means Indebtedness incurred under the Loan and Security Agreement, dated as of January 10, 2012, between Holdings and Green Valley Medical Investments, LLLP. "Subordination Agreement" means the Subordination and Intercreditor Agreement between the Administrative Agent and Green Valley Medical Investments, LLLP, substantially in the form of Exhibit S-1. "subsidiary" means, with respect to any Person (the "parent") at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. "Subsidiary" means any subsidiary of Holdings. "Subsidiary Loan Party" means GV II Holdings, LLC. "Swap Agreement" means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement or contract involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided, that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Holdings, the Borrower or the other Subsidiaries shall be a Swap Agreement. 23 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 56 of 201 "Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. "Third Party Payor" means Medicare, Medicaid, TRICARE, and other state or federal health care programs, private insurers, managed care plans and any other Person or entity which presently or in the future maintains Third Party Payor Programs. "Third Party Payor Programs" means all payment and reimbursement programs, sponsored by a Third Party Payor, in which Borrower or Holdings participates. "Transaction Costs" means all fees, costs and expenses incurred or payable by Holdings, the Borrower or any other Subsidiary Loan Party in connection with the Transactions. "Transactions" means: (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans and the use of the proceeds thereof, including without limitation (i) the payment of the Designated Pre-Petition Liabilities, and (ii) the payment of the Transaction Costs; and (b) the Chapter 11 Cases. "TRICARE" means the program administered pursuant to 10 U.S.C. Section 1071 et. seq), Sections 1320a-7 and 1320a-7a of Title 42 of the United States Code and the regulations promulgated pursuant to such statutes. "USA Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended from time to time. "U.S. Person" means any Person that is a "United States Person" as defined in Section 7701(a)(30) of the Code. "U.S. Tax Compliance Certificate" has the meaning assigned to such term in Section 2.11(f)(ii)(B)(3). "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness. "Wholly Owned Subsidiary" means, with respect to any Person at any date, a subsidiary of such Person of which securities or other ownership interests representing 100% of the Equity Interests (other than (a) directors’ qualifying shares and (b) nominal shares issued to foreign nationals to the extent required by applicable Requirements of Law) are, as of such date, owned, controlled or held by such Person or one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person. 24 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 57 of 201 "Write-Down and Conversion Powers" means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule. "Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. "Withholding Agent" means the Borrower and the Administrative Agent. Section 1.02 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (a) any definition of or reference to any agreement (including this Agreement and the other Loan Documents), instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (c) the words "herein," "hereof" and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Section 1.03 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision (including any definitions) hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Codification No. 825— Financial Instruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of Holdings, the Borrower or any Subsidiary Loan Party at "fair value" as defined therein. Notwithstanding any other provision contained herein, any lease that is treated as an operating lease for purposes of GAAP as of the date hereof shall continue to be treated as an operating lease (and any future lease, if it were in effect on the date hereof, that would be treated as an operating lease for purposes of GAAP as of the date hereof shall be treated as an operating lease), in each case for purposes of this Agreement, notwithstanding any change in GAAP after the date hereof. 25 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 58 of 201 ARTICLE II THE CREDITS Section 2.01 Commitments; Lender Advances. Subject to the terms and conditions set forth herein: (a) on and as of the Effective Date and subject to the conditions set forth in Section 4.01, each Lender agrees to make Loans to the Borrower denominated in dollars in an aggregate principal amount not exceeding the portion of its Commitment set forth on Schedule 2.01 to be available as of the Effective Date, up to an aggregate principal amount for all Lenders of $2,591,320.94 on such date; and (b) on and as of the Final Order Entry Date (or such later Funding Date as may be designated by the Borrower on no less than five (5) Business Days’ prior written notice to the Administrative Agent) and subject to the conditions set forth in Section 4.02, each Lender agrees to make Loans to the Borrower denominated in dollars in an aggregate principal amount not exceeding the portion of its Commitment set forth on Schedule 2.01 to be available as of the Final Order Entry Date, up to an aggregate principal amount for all Lenders of $12,136,179.06 on such date, plus the amounts set forth in Section 2.01(a) and the Lender Advances discussed in Section 2.01(c). (c) (i) The Administrative Agent (or its designee) is authorized by the Borrower, the other Loan Parties and the Lenders to, from time to time in the Administrative Agent’s sole discretion (but the Administrative Agent shall not have any obligation to), make disbursements and advances to or for the account of the Borrower, on behalf of all Lenders, which the Administrative Agent, in its sole discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, (iii) to pay or settle any assessment or other amount due or payable, as determined by the Administrative Agent, to Medicaid, Medicare, CMS or any other Governmental Authority, or (iv) to pay any other amount chargeable to or required to be paid by a Loan Party pursuant to the terms of a Loan Document, including payments of interest, expenses, fees, Taxes, and other sums payable under the Loan Documents (any of such loans are herein referred to as "Lender Advances"); provided, however, the aggregate principal amount of Lender Advances shall not exceed $5,272,500; provided, further, the Administrative Agent agrees to make Lender Advances in an aggregate amount not to exceed $3,372,500, the proceeds of which shall be applied to pay interest on the Loans outstanding hereunder in accordance with Section 2.09 hereof and to pay fees in accordance with Section 2.08 hereof, in each case in accordance with the Budget; provided, further, that in no event shall any Lender be required to fund, in the aggregate, any amount more than its Commitment. Lender Advances shall be made even if any applicable conditions precedent to the making of any Loan have not been satisfied. Lender Advances shall constitute Loans (and Obligations) hereunder and shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral. Notwithstanding the foregoing, for so long as the Interim Order controls the making of Loans hereunder, any advances made pursuant to this Section 2.01(c) must be in accordance with the Interim Order. (ii) Upon the making of a Lender Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided 26 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 59 of 201 interest and participation in such Lender Advance in proportion to its ratably percentage of the Commitments as in effect on the Effective Date, payable on demand of the Administrative Agent. From and after the date, if any, on which any Lender is required to fund its participation in any Lender Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s ratably percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Lender Advance. Section 2.02 Loans and Borrowings. Each Loan shall be made by the Lenders ratably in accordance with their respective Commitments. Section 2.03 Requests for Borrowings. To request a Borrowing as of any Funding Date, the Borrower shall notify the Administrative Agent of such request not later than 11:00 a.m., San Mateo, California time, one Business Day before the date of the proposed Borrowing. The requested Borrowing shall be evidenced by a written Borrowing Request signed by the Borrower and shall be irrevocable once made. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Section 2.04 Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed Funding Date thereof and in the amount for such Lender set forth on Schedule 2.01 for such Lender on such Funding Date by wire transfer of immediately available funds by 12:00 noon, New York City time, to the Applicable Account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower designated by the Borrower in the applicable Borrowing Request. (b) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.03(c) are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 9.03(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under Section 9.03(c). Notwithstanding anything in this paragraph to the contrary, the failure of any Lender to make any Loan or to make any payment under Section 9.03(c) on any date required hereunder, if not cured by the other Lenders, shall be a default of the Lenders’ funding obligations under this Agreement. Section 2.05 Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan of such Lender as provided in this Agreement. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 27 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 60 of 201 (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to pay any amounts due hereunder in accordance with the terms of this Agreement. In the event of any inconsistency between the entries made pursuant to paragraphs (b) and (c) of this Section, the accounts maintained by the Administrative Agent pursuant to paragraph (c) of this Section shall control. (e) Any Lender may request through the Administrative Agent that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form provided by the Administrative Agent and approved by the Borrower. Section 2.06 Repayment of Loans on the Maturity Date. To the extent not previously paid, all Loans shall be due and payable on the Maturity Date. Any prepayment of a Borrowing pursuant to Section 2.07 shall be applied to reduce the final repayments of the Borrowings on the Maturity Date. Repayments of any Borrowing shall be accompanied by accrued interest on, and the Exit Fee in respect of, the amount repaid and shall be applied in accordance with Section 2.15. Section 2.07 Prepayment of Loans. (a) The Borrower may prepay outstanding Loans in whole or in part from time to time; provided, that any Loan that is prepaid may not be reborrowed; provided, further, that any prepayment after January 10, 2018 shall be of all (and not in part) of the Loans outstanding hereunder. The Borrower shall make such prepayment at the Administrative Agent’s Office in immediately available funds not later than 11:00 a.m. (New York City time) on the date of prepayment and all such prepayments shall be applied to repay the Loans in full on a pro rata basis among the Lenders holding such Loans. Each Loan so prepaid shall be accompanied by (i) all accrued and unpaid interest on the par principal amount so prepaid up to, but not including, the date of prepayment, and (ii) the corresponding Exit Fee. (b) In the event and on each occasion that any Net Proceeds are received by or on behalf of Holdings, the Borrower or any Subsidiary Loan Party in respect of any Prepayment Event, the Borrower shall, within two (2) Business Days after such Net Proceeds are received (or, in the case of a Prepayment Event described in clause (a) or clause (d) of the definition of the term "Prepayment Event," on the date of such Prepayment Event), prepay Borrowings in an aggregate amount equal to 100% of the amount of such Net Proceeds. Notwithstanding the foregoing, (i) any Net Proceeds in respect of a Prepayment Event described in clause (b) of the definition of the term "Prepayment Event" shall not be required to be so applied to the extent that the Borrower invests such Net Proceeds in new or existing properties or assets used in the Loan Parties’ business and constituting Collateral hereunder, in accordance with the Budget, within 180 days after such Net Proceeds are received. 28 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 61 of 201 (c) The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or email) of any prepayment hereunder not later than 11:00 a.m., San Mateo, California time one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided, that a notice of optional prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. (d) Each repayment made pursuant to this Section 2.07 shall be accompanied by (i) all accrued and unpaid interest on the par principal amount repaid up to, but not including, the date of prepayment, and (ii) the corresponding Exit Fee, and shall be applied in accordance with Section 2.15. (e) Provisions contained in this Section 2.07 for application of proceeds of certain transactions shall not be deemed to constitute consent of the Lenders to transactions that are not otherwise permitted by the terms hereof or the other Loan Documents. Section 2.08 Fees. (a) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (b) The Borrower agrees to pay to Lateral Investment Management, for its own account, fees payable in the amounts and at the times set forth in the Fee Letter. (c) The Borrower agrees to pay the Exit Fee as and when contemplated by this Agreement. (d) All fees under this Section 2.08 will be fully earned in all respects on the Effective Date and non-refundable and non-creditable thereafter, and such fees may be paid using proceeds of Lender Advances. Section 2.09 Interest. (a) Each Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Applicable Rate; provided, however, for purposes of determining interest accrued and payable hereunder, $20.0 million in aggregate principal amount of Loans (representing the aggregate principal amount of Loans and Lenders Advances that may be advanced hereunder pursuant to Section 2.01 hereof) shall be deemed to have been advanced and outstanding on the Effective Date, notwithstanding any such amounts were not advanced on that date and may not thereafter be advanced. The Borrower agrees to pay an effective rate of interest equal to the Applicable Rate and the additional rate, if any, resulting from any charge or fee in the nature of interest paid or to be paid by the Borrower in connection with the Loan Documents. 29 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 62 of 201 (b) The foregoing notwithstanding, while any Event of Default exists, the Borrower shall pay interest on all outstanding Loan Document Obligations hereunder at a fluctuating interest rate per annum at all times equal to 3.00% per annum plus the Applicable Rate. (c) Accrued interest on each Loan shall be paid in cash in arrears on each Interest Payment Date, provided, that (i) interest accrued pursuant to paragraph (b) of this Section 2.09 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) such interest payment may be made using proceeds of Lender Advances. (d) All interest hereunder shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All such computations shall be made by the Administrative Agent and such computations shall be conclusive absent manifest error. Section 2.10 [Intentionally Omitted]. Section 2.11 Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. (b) The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. (c) The Loan Parties shall jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (d) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such 30 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 63 of 201 Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c)(ii) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d). (e) As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.11, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (f) (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.11(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: 31 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 64 of 201 (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "interest" article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "business profits" or "other income" article of such tax treaty; (2) executed copies of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 2.11-1 to the effect that such Foreign Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a "10 percent shareholder" of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (y) executed copies of IRS Form W-8BEN; or (4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.11-2 or Exhibit 2.11-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided, that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.11-4 on behalf of each such direct and indirect partner; (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the 32 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 65 of 201 Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), "FATCA" shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. (g) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.11 (including by the payment of additional amounts pursuant to this Section 2.11), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out of pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 2.11(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.11(g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.11(g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.11(g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. (h) Each party’s obligations under this Section 2.11 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. Section 2.12 Payments Generally; Pro Rata Treatment; Sharing of Setoffs. (a) The Borrower shall make each payment required to be made by it under any Loan Document (whether of principal, interest, fees or of amounts payable under Section 2.10 or 2.11 or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without condition or deduction for any counterclaim, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to such account as may be specified by the Administrative Agent, and except that payments pursuant to Sections 2.10, 2.11 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall 33 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 66 of 201 be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. Except as otherwise provided herein, if any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day. In the case of any payment of principal pursuant to the preceding sentence, interest thereon shall be payable at the then applicable rate for the period of such extension. All payments or prepayments of any Loan shall be made in dollars, all payments of accrued interest payable on a Loan shall be made in dollars, and all other payments under each Loan Document shall be made in dollars. (b) Payments received by and available to the Administrative Agent shall be applied in accordance with the priorities set forth in Section 2.15. (c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest and (ii) the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant or (C) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or any increase in the Applicable Rate in respect of Loans of Lenders that have consented to any such extension. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption and in its sole discretion, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 34 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 67 of 201 Section 2.13 Mitigation Obligations. If any Lender requests compensation under Section 2.10, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.11, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder affected by such event, or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.10 or 2.11, as the case may be, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Section 2.14 Defaulting Lenders. (a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable law: (i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 9.02. (ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and fifth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (b) Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash Collateral), such Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to 35 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 68 of 201 be held on a pro rata basis by the Lenders, whereupon that Lender will cease to be a Defaulting Lender; provided, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Section 2.15 Application of Payments and Proceeds. (a) Except as otherwise provided in the Interim Order or Final Order, as applicable, so long as no Event of Default has occurred and is continuing, any voluntary prepayments received by the Administrative Agent shall be applied to the Loan Document Obligations as directed by the Borrower. (b) During the continuance of an Event of Default, the Administrative Agent shall upon the direction of the Required Lenders apply any and all payments received by the Administrative Agent in respect of any Loan Document Obligation and all proceeds received by the Administrative Agent as a result of the exercise of its remedies under the Security Documents in accordance with the clauses first through sixth below. Anything to the contrary contained herein notwithstanding, all proceeds of Collateral and all amounts collected or received by Administrative Agent, including all payments made by Loan Parties to Administrative Agent, after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), shall be applied as follows: first, to payment of fees and expenses of the Administrative Agent payable or reimbursable by the Loan Parties under this Agreement; second, ratably, to payment of all accrued unpaid interest on the Loans and to payment of any fees (including any applicable Exit Fee) of the Lenders payable by the Loan Parties under this Agreement; third, to payment of principal on the Loans; fourth, to payment of all other Loan Document Obligations then outstanding; fifth, to payment of all other obligations and liabilities required by the terms of the Interim Order and Final Order, as then in effect; and sixth, any remainder shall be for the account of and paid to whomever may be lawfully entitled thereto. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided above until exhausted prior to the application to the next succeeding category and (ii) each of the Administrative Agent, Lenders or other Persons entitled to payment under any of the clauses above shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to such clauses above. Section 2.16 Super Priority Nature of Obligations and Liens. The priority of the Liens of the Administrative Agent and the Lenders on the Collateral owned by the Loan Parties shall be set forth in the Interim Order and the Final Order. Notwithstanding anything in the Loan Documents to the contrary, the Liens held by the Administrative Agent on the Collateral shall be for the benefit of the Administrative Agent and the Lenders. 36 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 69 of 201 Section 2.17 Payment of Obligations. Upon the maturity (whether by acceleration or otherwise) of any of the Loan Document Obligations under this Agreement or any of the other Loan Documents, the Administrative Agent and the Lenders shall be entitled to immediate payment of such Loan Document Obligations without further application to or order of the Bankruptcy Court. Section 2.18 No Discharge; Survival of Claims. Each of Holdings and Borrower, on behalf of itself and its Subsidiaries, agrees that (a) the Loan Document Obligations hereunder shall not be discharged by the entry of an order confirming a chapter 11 plan in any Chapter 11 Case (and the Borrower, pursuant to Section 1141(d)(4) of the Bankruptcy Code, hereby waives any such discharge) and (b) the superpriority administrative claim granted to the Administrative Agent and the Lenders pursuant to the Interim Order and Final Order and described therein and the Liens granted to the Administrative Agent pursuant to the Interim Order and Final Order and described therein shall not be affected in any manner by the entry of an order confirming a chapter 11 plan in any Chapter 11 Case. Section 2.19 Release. Subject to the terms of the Interim Order and the Final Order, each of Holdings and Borrower, on behalf of itself and its Subsidiaries, hereby acknowledges that neither Holdings, Borrower nor any of its Subsidiaries has any defense, counterclaim, offset, recoupment, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of the Loan Parties’ liability to repay the Administrative Agent and the Lenders as provided in this Agreement or to seek affirmative relief or damages of any kind or nature from the Administrative Agent or any Lender. Subject to the terms of the Interim Order and the Final Order, Holdings and Borrower, in their own right and with respect to its Subsidiaries and the Loan Parties’ bankruptcy estates, and on behalf of all their respective successors, assigns, Subsidiaries and any Affiliates and any Person acting for and on behalf of, or claiming through them, hereby fully, finally and forever release and discharge the Administrative Agent and each Lender and all of the Related Parties of any of them (collectively, the "Released Parties") of and from any and all past or present actions, causes of action, demands, suits, claims, liabilities, Liens, lawsuits, adverse consequences, amounts paid in settlement, costs, damages, debts, deficiencies, diminution in value, disbursements, expenses, losses and other obligations of any kind or nature whatsoever, whether in law, equity or otherwise (including, without limitation, those arising under Sections 502(d), 544, 545, 547, 548, 549, 550, 551 and 553 and 724(a) of the Bankruptcy Code and interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Released Parties, whether held in a personal or representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including the date hereof in any way, directly or indirectly arising out of, connected with or relating to this Agreement, the Loan Documents, the Interim Order, the Final Order and the transactions contemplated hereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing. Section 2.20 Waiver of any Priming Rights and Non-Consensual Use of Cash Collateral. Upon the Effective Date, and for so long as any Loan Document Obligations shall be outstanding, each of Holdings and Borrower, on behalf of itself, its Subsidiaries and its estate, hereby irrevocably waives (i) any right, pursuant to Sections 364(c) or 364(d) of the Bankruptcy Code or otherwise, to grant any Lien of equal or greater priority than the Liens securing the Loan Document Obligations, or to approve a claim of equal or greater priority than the Loan Document Obligations, except as permitted under the Interim Order and Final Order, (ii) any right, pursuant to Section 363 of the Bankruptcy Code or otherwise, to use Collateral proceeds or any other cash collateral (as defined in the Bankruptcy Code) in any manner not permitted by the Loan Documents or otherwise without the consent of the Administrative Agent and the 37 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 70 of 201 Required Lenders, and (iii) any right to surcharge the Collateral pursuant to section 506(c) of the Bankruptcy Code. Section 2.21 Extension Option. (a) The Borrower may, by written notice to the Administrative Agent, elect to exercise two extensions (each, an "Extension") of the Stated Maturity Date. The effectiveness of each Extension shall be subject to the satisfaction of the following conditions precedent: (i) the Borrower shall have delivered a written notice to the Administrative Agent evidencing the Borrower’s unconditional exercise of the Extension option contemplated hereby; such notice, if in respect of the initial exercise of the Extension option, shall have been delivered to the Administrative Agent no earlier than November 6, 2017 and no later than December 6, 2017 and, if in respect of the second exercise of the Extension option, shall have been delivered to no earlier than August 3, 2018 and no later than September 2, 2018; (ii) the Confirmation Order shall have become final and non-appealable and all conditions to the effectiveness of the Plan have been satisfied other than the funding of the exit financing contemplated by the Plan; (iii) on the then effective Stated Maturity Date (before giving effect to applicable Extension), no Default or Event of Default shall have occurred and be continuing; (iv) after giving effect to such Extension, no Default or Event of Default shall have occurred and be continuing; (v) the representations and warranties set forth this Agreement and in each other Loan Document shall be deemed to be made and shall be true and correct in all material respects on and as of the effective date of such Extension; (vi) the Borrower shall have delivered to the Administrative Agent a certificate duly executed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions precedent described in the preceding clauses (ii), (iii), and (iv); and (vii) the Borrower shall have paid to each Lender a fee equal to 3.0% of the outstanding principal balance of such Lender’s Loans as of the then current Stated Maturity Date (which fee shall be paid (assuming all other conditions precedent have been satisfied) on the then current Stated Maturity Date by being added to the outstanding principal balance of such Lender’s Loans, and thereafter shall be treated as principal (and accrue interest) for all purposes hereunder). (b) In the event the conditions precedent to the initial exercise of the Extension option contemplated hereby have been satisfied timely the Stated Maturity Date shall thereafter be deemed to be October 10, 2018. In the event the conditions precedent to the second (and final) exercise of the Extension option contemplated hereby have been satisfied timely the Stated Maturity Date shall thereafter be deemed to be April 10, 2019. 38 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 71 of 201 ARTICLE III REPRESENTATIONS AND WARRANTIES Each of Holdings and the Borrower hereby represents and warrants, on behalf of itself and each of its respective Subsidiaries, to the Lenders that: Section 3.01 Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdictions) under the laws of the jurisdiction of its organization, has the corporate or other organizational power and authority to carry on its business as now conducted and as proposed to be conducted and to execute, deliver and perform its obligations under each Loan Document to which it is a party and to effect the Transactions and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. Section 3.02 Authorization; Enforceability. The Transactions to be entered into by each Loan Party have been duly authorized by all necessary corporate or other action and, if required, action by the holders of such Loan Party’s Equity Interests. This Agreement has been duly executed and delivered by each of Holdings and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party and upon entry of the Interim Order or the Final Order, will constitute, a legal, valid and binding obligation of Holdings, the Borrower or such Loan Party, as the case may be, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Section 3.03 Governmental Approvals; No Conflicts. Except as set forth in Schedule 3.03 and the entry of the Interim Order or the Final Order, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of, or (ii) any Requirements of Law applicable to, Holdings, the Borrower or any Guarantor, (c) will not violate or result in a default under any indenture or other agreement or instrument binding upon Holdings, the Borrower or any Guarantor or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower or any Guarantor, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder and (d) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any Guarantor, except Liens created under the Loan Documents, except (in the case of each of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Schedule 3.03 sets forth all Governmental Approvals required to conduct the businesses of the Loan Parties as such businesses are conducted on the Effective Date or proposed to be conducted thereafter and all material contracts, including material indentures, agreements and instruments, binding upon Holdings, the Borrower or any Guarantor or their respective assets. Section 3.04 Properties; Good Title. (a) Schedule 3.04(a) sets forth all of the Owned Real Properties and leased or sub-leased Real Properties of the Loan Parties as of the Effective Date. 39 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 72 of 201 (b) Each Loan Party has good title to all the Owned Real Properties listed on Schedule 3.04 as owned by it, (i) free and clear of all Liens except for Liens permitted by Section 6.02 and (ii) except for minor defects in title that do not interfere in any material respect with its ability to conduct its business as currently conducted or as proposed to be conducted or to utilize such properties for their intended purposes. (c) No Mortgage encumbers any Owned Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 5.07. (d) No affiliate of the Borrower holds any interests in any personal property or real property required to conduct the business of the Borrower as such business is conducted on the Effective Date or proposed to be conducted thereafter. (e) The Loan Parties, collectively, have good title to all material personal property required to conduct their business as such business is conducted on the Effective Date or proposed to be conducted thereafter. Section 3.05 Litigation and Environmental Matters. (a) Except the Chapter 11 Cases and as disclosed on Schedule 3.05, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting Holdings, the Borrower or any Subsidiary Loan Party that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, the Borrower or any Guarantor (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of Holdings or the Borrower, become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability, (iv) has, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Guarantor will become subject to any Environmental Liability, (v) the properties currently or to the knowledge of Holdings, the Borrower or any Guarantor formerly owned leased or operated by Holdings, the Borrower or any Guarantor do not contain any Hazardous Materials in amounts or concentrations which constitute a violation of, require response or other corrective action by Holdings, the Borrower or any Guarantor under applicable Environmental Laws and (vi) to the knowledge of Holdings or the Borrower, all Hazardous Materials transported from any property currently or formerly owned or operated by any of Holdings, the Borrower or any Guarantor for off-site disposal have been disposed of in a manner which would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. Section 3.06 Compliance with Laws and Agreements. (a) The Borrower is in compliance with (i) its Organizational Documents, (ii) all Requirements of Law applicable to it or its property and (iii) all Post-Petition agreements and instruments binding upon it or its property, except in the case of clauses (ii) and (iii) of this 40 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 73 of 201 Section, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (b) Holdings and the Subsidiary Loan Party are in compliance with (i) its Organizational Documents, (ii) all Requirements of Law applicable to it or its property and (iii) all agreements and instruments binding upon it or its property, except in the case of clauses (ii) and (iii) of this Section, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (c) [Intentionally omitted]. (d) Except as disclosed on Schedule 3.06, none of Holdings, the Borrower or any Subsidiary Loan Party thereof has received notice, and no such Person has knowledge, that any Governmental Authority or accreditation organization is considering limiting, suspending, terminating, or revoking any Governmental Approval required to conduct the businesses of the Loan Parties as such businesses are conducted on the Effective Date or proposed to be conducted thereafter, except such actions that would not reasonably be expected to result in a Material Adverse Effect. All such Governmental Approvals are valid and in full force and effect. Section 3.07 Investment Company Status. (a) No Loan Party is an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended from time to time. (b) No Loan Party is an EEA Financial Institution. Section 3.08 Taxes. Except as described on Schedule 3.08, Holdings, the Borrower and each Guarantor (a) have timely filed or caused to be filed all Tax returns and reports required to have been filed and (b) have paid or caused to be paid all material Taxes levied or imposed on their properties, income or assets (whether or not shown on a Tax return) including in their capacity as tax withholding agents, except any Taxes that are being contested in good faith by appropriate proceedings, provided that Holdings, the Borrower or such Guarantor, as the case may be, has set aside on its books adequate reserves therefore in accordance with GAAP. Except as described on Schedule 3.08, there is no material proposed Tax assessment, deficiency or other claim against Holdings, the Borrower or any Guarantor except those being actively contested by such Loan Party in good faith and by appropriate proceedings diligently conducted that stay the enforcement of the Tax in question and for which adequate reserves have been provided in accordance with GAAP. Section 3.09 ERISA. (a) Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each ERISA Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws. (b) Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) no ERISA Event has occurred or is reasonably expected to occur, (ii) neither Holdings nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any ERISA Plan (other than premiums due and not delinquent under Section 4007 of ERISA), (iii) neither Holdings nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event 41 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 74 of 201 has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan and (iv) neither Holdings nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. Section 3.10 Disclosure. None of the reports, financial statements, certificates or other written information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of any Loan Document or delivered thereunder (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided, that, with respect to projected financial information, Holdings and the Borrower represent only that such information was prepared in good faith based upon assumptions believed by them to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date, it being understood that any such projected financial information may vary from actual results and such variations could be material. The Loan Parties have not failed to disclose to the Administrative Agent or any Lender any material assumptions made with respect to, or in connection with, the Budget and all reports or other information contained in the Budget are true, correct, complete and accurate in all material respects (except for that information which represents forecasts, which represent Borrower’s good faith estimates). Section 3.11 Subsidiaries. Schedule 3.11 sets forth the name of, and the ownership interest of Holdings and each Subsidiary in, each Subsidiary of Holdings. Section 3.12 Intellectual Property; Licenses, Etc. Except as could not reasonably be expected to have a Material Adverse Effect, Holdings, the Borrower and the Guarantors own, license or possess the right to use, all Intellectual Property that is necessary for the operation of their businesses as currently conducted, without conflict in any material respect with the Intellectual Property of any Person. No material Intellectual Property used by Holdings, the Borrower or any Guarantor in the operation of its business as currently conducted infringes in any material respect upon any rights held by any Person. Except as set forth on Schedule 3.12, no claim or litigation regarding any of the Intellectual Property is pending or, to the knowledge of Holdings and the Borrower, threatened against Holdings, the Borrower or any Guarantor. Section 3.13 Federal Reserve Regulations. None of Holdings, the Borrower or any other Guarantor is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors), or extending credit for the purpose of purchasing or carrying margin stock. No part of the proceeds of the Loans will be used, directly or indirectly, to purchase or carry any margin stock or to refinance any Indebtedness originally incurred for such purpose, or for any other purpose that entails a violation (including on the part of any Lender) of the provisions of Regulations U or X of the Board of Governors. Section 3.14 Use of Proceeds. (a) The Borrower will use the proceeds of the Loans solely in accordance with the Budget to (i) pay Transaction Costs, (ii) pay the Designated Pre-Petition Liabilities, (iii) adequate protection payments in the amount required by a court order entered by the Bankruptcy Court; and (iv) provide for the ongoing working capital needs of the Borrower during the pendency of the Chapter 11 Cases, including payment of professional fees and expenses incurred, amounts paid to the United States Trustee and Bankruptcy Court clerk’s fees paid, in each case, in connection with the Chapter 11 Cases. 42 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 75 of 201 (b) No proceeds of the Loans, any Collateral or any cash of any Loan Party may be used for any fees or expenses incurred in connection with the investigation, initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against (i) the Administrative Agent, or any Lender or (ii) in connection with challenging, invalidating, disallowing, recharacterizing, setting aside, avoiding, subordinating, in whole or in part, or taking or attempting to take any other action to render unenforceable, the Liens, claims, interests and adequate protection of the Administrative Agent and the Lenders. Section 3.15 Labor Matters. There are no strikes, lockouts or slowdowns against Holdings, the Borrower or any Guarantor pending or, to the knowledge of Holdings or the Borrower, threatened. The hours worked by and payments made to employees of Holdings, the Borrower and the Guarantors have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters, except for such violations that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. All payments due from Holdings, the Borrower or any Guarantor, or for which any claim may be made against Holdings, the Borrower or any Guarantor, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of Holdings, the Borrower or such Guarantor. Section 3.16 Reorganization Matters. (a) The Chapter 11 Cases were commenced on the Petition Date and proper notice has been given of (i) the motion seeking approval of the Loan Documents and the Interim Order and Final Order, (ii) the hearing for the approval of the Interim Order, and (iii) promptly after the scheduling thereof, the hearing for the approval of the Final Order. (b) After the entry of the Interim Order, and pursuant to and to the extent permitted in the Interim Order and the Final Order, the Loan Document Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against the Loan Parties now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 328, 330, 331, 503(a), 503(b), 507(a), 507(b), 546, 726, 1113, 1114, as provided under Section 364(c)(l) of the Bankruptcy Code, subject, as to priority only to the Carve-Out, in the priorities set forth in the Interim Order and the Final Order. (c) The Interim Order (with respect to the period prior to entry of the Final Order) or the Final Order (with respect to the period on and after entry of the Final Order), as the case may be, is in full force and effect has not been reversed, stayed, modified or amended. Section 3.17 Healthcare Matters. (a) Government Health-Care-Insurance Receivables. Schedule 3.17 sets forth a complete and accurate list of each Loan Party's deposit account(s) into which the proceeds of any such Loan Party's Government Health-Care-Insurance Receivables are deposited. None of the proceeds of a Loan Party's Government Health-Care-Insurance Receivables have been deposited into any deposit account other than such Loan Party's Excluded Receivables Account, which, in each case, is subject to a Collection Account Agreement. None of the proceeds of any Health-Care Insurance Receivables, Accounts or payment intangibles of a Loan Party, which are not Government Health-Care-Insurance Receivables, have been deposited into such Loan Party's Excluded Receivables Account. 43 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 76 of 201 (b) Healthcare Permits. Holdings, Borrower and each Subsidiary Loan Party thereof has (i) each Healthcare Permit and other rights from, and has made all declarations and filings with, all applicable Governmental Authorities necessary to engage in the ownership, management and operation of the Project or its assets, except where the failure to take such action would not be reasonably expected, individually or in the aggregate, to result in a Material Adverse Effect, and (ii) no knowledge that any Governmental Authority is considering limiting, suspending or revoking any such material Healthcare Permit. All such Healthcare Permits are valid and in full force and effect and Holdings, Borrower and/or the applicable Subsidiary Loan Party thereof is in compliance with the terms and conditions of all such Healthcare Permits except where the failure to so comply would not be reasonably expected, individually or in the aggregate, to result in a Material Adverse Effect. (c) Specific Licensing. Each Project is duly licensed under the applicable laws of the State of Arizona. Neither Holdings, Borrower nor any Subsidiary Loan Party thereof has granted to any third party the right to reduce the number of licensed beds in the Project or the right to apply for approval to move any and all of the licensed beds in the Project to any other location and, except as described in Schedule 3.17, there are no proceedings or contemplated to reduce the number of licensed beds in the Projects. (d) Accreditation. Borrower has received and maintains accreditation in good standing and without impairment by all applicable Accrediting Organizations, to the extent required by law (including any equivalent regulation) or the terms of any agreement pertaining to the Project. None of Holdings, Borrower or any Subsidiary Loan Party thereof has received any notice or communication from any Accrediting Organization that the Project is in danger of losing its accreditation due to a failure to comply with a plan of correction. (e) Participation Agreements/Provider Status/Cost Reports. (i) Except as described on Schedule 3.17, there is no investigation, audit, claim review, or other action pending or, to the knowledge of Holdings, Borrower or any Subsidiary Loan Party thereof, threatened which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor participation agreement or provider number or other Healthcare Permit or result in exclusion of Holdings or Borrower from any Third Party Payor Program, nor has any Third Party Payor Program made any decision not to renew any participation agreement or provider agreement or other Healthcare Permit related to the Project, nor has Holdings or Borrower made any decision not to renew any participation agreement or provider agreement or other Healthcare Permit, nor is there any action pending or threatened to impose material intermediate or alternative sanctions with respect to any Project. (ii) Holdings and Borrower and, to the knowledge of Holdings and Borrower, each of its contractors have properly and legally billed all intermediaries and Third Party Payors for services rendered with respect to the Projects and have maintained their records to reflect such billing practices. No funds relating to Holdings or Borrower are now, or, to the knowledge of Holdings or Borrower, will be withheld by any Third Party Payor. (iii) Each of Holdings, Borrower and each Subsidiary Loan Party thereof has the requisite valid participation agreement or provider number or other Healthcare Permit to bill (A) the Medicare program, (B) the Medicaid programs in the state of Arizona and (C) all other Third Party Payor Programs which have historically accounted for more than 44 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 77 of 201 10% the revenues of such Person. Borrower has the right to receive and retain funds received from Medicaid for services and goods provided or furnished at the Project. (iv) All Medicare, Medicaid, and private insurance cost reports and financial reports submitted by Holdings or Borrower are and will be materially accurate and complete and have not been and will not be misleading in any material respects. No cost reports for the Projects remain "open" or unsettled and there are no current, pending or outstanding Medicare, Medicaid or other Third Party Payor Program reimbursement audits or appeals pending with respect to the Project, Holdings or Borrower, except as my have occurred in the ordinary course of business and consistent with general past practices. (f) No Violation of Health Care Laws. (i) None of the Project, Holdings nor Borrower are in violation of any Health Care Laws. (ii) The Borrower is HIPAA Compliant. (iii) No Project is currently subject to any plan of correction that has not been accepted by or is currently the subject of a review by the applicable state authority. Borrower has not received notice of any charges of current or recent patient abuse at any Project. (g) Proceedings. Neither Holdings, Borrower nor any Subsidiary Loan Party thereof nor any Project is subject to any proceeding, suit or, to Holdings, Borrower or any Subsidiary Loan Party thereof's knowledge, investigation by any federal, state or local government or quasi-governmental body, agency, board or authority or any other administrative or investigative body (including the Office of the Inspector General of the United States Department of Health and Human Services): (i) which may result in the imposition of a fine, alternative, interim or final sanction, or a lower reimbursement rate for services rendered to eligible patients; (ii) which could result in the revocation, transfer, surrender, suspension or other impairment of the operating certificate, provider agreement or Healthcare Permits of Holdings or Borrower or the Project; (iii) which pertains to or requests any voluntary disclosure pertaining to a potential overpayment matter involving the submission of claims to such payor by Holdings, Borrower or any Subsidiary Loan Party thereof; or (iv) which pertains to any state or federal Medicare or Medicaid cost reports or claims filed by Holdings or Borrower (including, without limitation, any reimbursement audits), or any disallowance by any commission, board or agency in connection with any audit of such cost reports. (h) Hill-Burton. Holdings, Borrower and each Subsidiary Loan Party thereof is not nor will be a participant in any federal program whereby any federal, state or local government or quasi-governmental body, agency, board or other authority may have the right to recover funds by reason of the advance of federal funds, including, without limitation, those authorized under the Hill-Burton Act (42 U.S.C. 291, et seq.). (i) Fraud and Abuse. (i) Each of Holdings, Borrower and each Subsidiary Loan Party thereof has not, nor to its knowledge has been threatened to have, and no owner, officer, manager, employee or Person with a "direct or indirect ownership interest" (as that phrase is 45 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 78 of 201 defined in 42 C.F.R. §420.201) in Holdings, Borrower or any Subsidiary Loan Party thereof has, engaged in any of the following: (A) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment under any Health Care Laws; (B) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment under any Health Care Laws; (C) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment under any Health Care Laws on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (D) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (I) in return for referring an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by any Health Care Laws, or (II) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service, or item for which payment may be made in whole or in part by any Health Care Laws; (E) presenting or causing to be presented a claim for reimbursement for services that is for an item or services that was known or should have been known to be (I) not provided as claimed, or (II) false or fraudulent; or (F) knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a fact required to be stated therein or necessary to make the statements contained therein not misleading) of a material fact with respect to (I) a Project in order that the Project may qualify for Governmental Authority certification, or (II) information required to be provided under 42 U.S.C. § 1320a-3. All contractual arrangements to which Holdings, Borrower or any Subsidiary Loan Party thereof is a party are in compliance with all Health Care Laws, except where the failure to so comply would not be reasonably expected, individually or in the aggregate, to result in a Material Adverse Effect. (ii) Each of Holdings, Borrower and each Subsidiary Loan Party thereof has not, nor to its knowledge has been threatened to have, and no owner, officer, manager, employee or Person with a "direct or indirect ownership interest" (as that phrase is defined in 42 C.F.R. §420.201) in Holdings, Borrower or any Subsidiary Loan Party thereof has, or to its knowledge has been threatened to have: (A) had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty; (B) been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty, or has been "suspended" or "debarred" from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations; or (C) been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty. 46 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 79 of 201 ARTICLE IV CONDITIONS Section 4.01 Effective Date. The obligations of the Lenders to make the Loans set forth on Schedule 2.01 as to be made on and as of the Effective Date hereunder shall not become effective until the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received on or before the Effective Date duly executed counterparts of the following Loan Documents: (i) this Agreement; (ii) the Guarantee Agreement; (iii) the Collateral Agreement; (iv) the Mortgages; (v) the Subordination Agreement; and (vi) the Fee Letter. (b) The Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent and the Lenders shall have received a completed Perfection Certificate in form and substance satisfactory to the Administrative Agent and the Lenders three (3) days prior to the Effective Date (or such shorter period as determined by the Administrative Agent in its sole discretion) and signed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby. (c) The Administrative Agent shall have received a fully executed pay-off letter reasonably satisfactory to the Administrative Agent confirming that all obligations owing by any Loan Party to Designated Pre-Petition Lenders (excluding Artemis) will be repaid in full from the proceeds of the Loans proposed to be advanced on the Effective Date and all Liens upon any of the properties of the Loan Parties or any of their Subsidiaries in favor of the Designated Pre-Petition Lenders (excluding Artemis) shall be terminated by the Designated Pre-Petition Lenders (excluding Artemis) immediately upon such payment. (d) [Intentionally omitted] (e) The Administrative Agent shall have received a copy of (i) bylaws or other organizational or governing documents of each Loan Party, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. 47 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 80 of 201 (f) All material third party and governmental consents necessary in connection with the Transactions, the financing contemplated thereunder and all other related transactions contemplated thereby shall have been obtained. (g) The Administrative Agent shall have received all fees and other amounts contemplated by the Loan Documents due and payable to the Lenders (or their affiliates) on or prior to the Effective Date, including reimbursement or payment of all out-of-pocket expenses (including all reasonable fees, charges and disbursements of counsel and any financial advisor) required to be reimbursed or paid by any Loan Party. (h) [reserved]. (i) The Administrative Agent and the Lenders shall have received the Budget. (j) No Default or Event of Default shall exist or would result from the extension of the Loans on the Effective Date. (k) The representations and warranties set forth in Article III shall be true and correct on and as of the Effective Date, and the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying as to the satisfaction of the matters described in Sections 4.01(j) and (k). (l) The Administrative Agent shall have received, at least five (5) days prior to the Effective Date, all documentation and other information about the Loan Parties as shall have been reasonably requested by the Administrative Agent under applicable "know your customer" and anti-money laundering rules and regulations, including without limitation the USA Patriot Act. (m) The Bankruptcy Court shall have entered, upon motion in form and substance reasonably satisfactory to the Administrative Agent, on such prior notice as may be reasonably satisfactory to the Administrative Agent, the Interim Order as to the Loans to be made on the Effective Date no later than five (5) Business Days after the date of commencement of the Chapter 11 Cases, approving and authorizing this Agreement and the other Loan Documents and the priorities and liens granted under Bankruptcy Code Section 364(c) and (d), as applicable, in form and substance satisfactory to the Administrative Agent and its counsel; (n) The Interim Order shall not have been reversed, modified, amended, stayed or vacated, in the case of any modification or amendment, in a manner, or relating to a matter, without the consent of the Administrative Agent and the Lenders. (o) The Loan Parties shall be in compliance in all respects with the Interim Order. (p) The Chapter 11 Cases shall have been commenced in the Bankruptcy Court and all of the "first day orders" and all related pleadings to be entered at the time of commencement of the Chapter 11 Cases or shortly thereafter but in no event later than three (3) Business Days after the Petition Date shall have been reviewed in advance by the Administrative Agent and the Lenders and shall be reasonably satisfactory in form and substance to the Administrative Agent and the Lenders. (q) No trustee or examiner shall have been appointed with respect to the Debtors or their respective properties. 48 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 81 of 201 (r) A cash management order satisfactory to the Administrative Agent and the Lenders shall be in full force and effect, and cash management arrangements satisfactory to the Administrative Agent and the Lenders shall have been implemented.(s) No material adverse change in the operations, assets, revenues, financial condition, profits or prospects of the Loan Parties (other than by virtue of the commencement of the Chapter 11 Cases) shall have occurred. (t) All corporate and judicial proceedings and all instruments and agreements in connection with the Transactions among the Loan Parties and the Lenders contemplated by the Loan Documents shall be satisfactory in form and substance to the Administrative Agent and the Lenders, and the Lenders shall have received all information and copies of all documents or papers requested by any of them. Section 4.02 Final Order Entry Date and Final Funding Loans. The obligations of the Lenders to make the Loans set forth on Schedule 2.01 as to be made on and as of the Final Order Entry Date hereunder shall not become effective until the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 9.02): (a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing; provided, that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that any representation and warranty that is qualified as to "materiality," "Material Adverse Effect" or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. (b) At the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall have occurred and be continuing. (c) The Administrative Agent shall have received all fees and other amounts contemplated by the Loan Documents due and then payable to the Lenders as of the Final Order Entry Date, including reimbursement or payment of all out-of-pocket expenses (including all reasonable fees, charges and disbursements of counsel and any financial advisor) required to be reimbursed or paid by any Loan Party. (d) The Lenders shall have received the required periodic updates of the Budget and Variance Reports, each in form and substance satisfactory to the Administrative Agent and the Lenders, and the Loan Parties shall be in compliance with the updated Budget as qualified by Section 6.12(b). (e) No Default or Event of Default shall exist or result from the extension of any Loans on such Funding Date. (f) Not later than forty-five (45) days following the Interim Order Entry Date, the Final Order in form and substance satisfactory to the Administrative Agent including, without limitation, the provisions identified in Section 4.01(n) hereof, which Final Order shall have been entered on no less than three (3) Business Days’ prior written notice to the Administrative Agent, approving and authorizing on a final basis the matters and containing the provisions described in the Interim Order (the "Final Order"). 49 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 82 of 201 (g) The Final Order shall not have been reversed, modified, amended, stayed or vacated. (h) The Loan Parties shall be in compliance in all respects with the Final Order. (i) The Administrative Agent shall have received a fully executed pay-off letter reasonably satisfactory to the Administrative Agent confirming that all obligations owing by any Loan Party to Artemis will be repaid in full from the proceeds of the Loans proposed to be advanced on the Final Order Entry Date and all Liens upon any of the properties of the Loan Parties or any of their Subsidiaries in favor of the Designated Pre-Petition Lenders shall be terminated by the Designated Pre-Petition Lenders immediately upon such payment. Each Borrowing shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to each of the matters specified in this Section. ARTICLE V AFFIRMATIVE COVENANTS Until the Commitments shall have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts (other than contingent amounts not yet due) payable under any Loan Document shall have been indefeasibly paid in full, each of Holdings and the Borrower covenants and agrees with the Lenders that: Section 5.01 Financial Statements and Other Information. Holdings or the Borrower will furnish to the Administrative Agent, on behalf of each Lender: (a) on or before the date that is 120 days after the end of each fiscal year of Holdings, commencing with the fiscal year ending December 31, 2017, audited consolidated balance sheet and audited consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows of Holdings as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent to the effect that such consolidated financial statements present fairly in all material respects the financial condition as of the end of and for such year and results of operations and cash flows of Holdings on a consolidated basis in accordance with GAAP consistently applied; (b) on or before the date that is 30 days after the end of each fiscal month of Holdings, commencing with the financial statements for the month ending March 31, 2017, monthly combined financial statements of the Debtors, including an unaudited consolidated balance sheet and unaudited consolidated statements of operations and cash flows as of the end of and for such preceding monthly period and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the combined financial condition as of the end of and for such monthly period and such portion of the fiscal year and results of operations and cash flows of the Debtors (on a combined basis) in accordance with GAAP consistently applied, year-end adjustments and the absence of footnotes; 50 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 83 of 201 (c) concurrently with the delivery of financial statements under paragraph (a) or (b) above, a Compliance Certificate; (d) not later than five (5) days after any delivery of financial statements under paragraph (a) above, if any are delivered, a certificate of the accounting firm that reported on such financial statements stating whether it obtained knowledge during the course of its examination of such financial statements of any Default relating to Section 6.12 and, if such knowledge has been obtained, describing such Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) not later than 30 days after the commencement of each fiscal year of Holdings, a detailed consolidated budget of the Debtors for such fiscal year (including a projected consolidated balance sheet and consolidated statements of projected operations, comprehensive income and cash flows as of the end of and for such fiscal year and setting forth the material assumptions used for purposes of preparing such budget); (f) every thirteen (13) weeks, commencing with the date that is thirteen (13) weeks after the Petition Date, a proposed revised Budget, which shall be subject to the reasonable approval of the Administrative Agent and substantially in the form of the then existing approved Budget, it being further agreed that, if such proposal (or any further revision thereof) does not receive such approval, (A) the Borrower shall use its commercially reasonable efforts to revise and resubmit such proposal in response to comments received thereon from the Administrative Agent and (B) until such time as the revised Budget is approved, the then existing Budget will remain in effect as the approved Budget; (g) not later than Wednesday of each week (commencing on the Wednesday that is four (4) weeks after the Petition Date): (i) weekly line-by-line variance reports (each, a "Variance Report"), in form and substance acceptable to the Administrative Agent, for the preceding weekly period and on a cumulative basis for the first reporting week of each new Budget to the report date (with a reconciliation of the aggregate variance for the period from the Petition Date to the report date), comparing actual Cash Receipts and Cash Disbursements to amounts projected in the approved Budget and showing on a line-by-line basis any variance to the corresponding line item of the approved Budget together with an explanation for such variance; and (ii) a weekly business report, in form and substance satisfactory to the Administrative Agent; (h) no less than three (3) days prior to filing drafts of all pleadings, motions, applications, judicial information, financial information and any other documents (including the Interim Order and the Final Order, each of which must be in form and substance satisfactory to the Administrative Agent and the Lenders) filed by or on behalf of the Debtor with the Bankruptcy Court or delivered to the U.S. Trustee in the Chapter 11 Cases, or distributed by or on behalf of the Debtor to any official committee in the Chapter 11 Cases (except in the case of any such documents filed on an expedited basis in connection with an emergency proceeding, which shall be delivered as soon as practicable and in any event prior to the filing thereof); and 51 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 84 of 201 (i) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any of their respective Subsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request, including, without limitation, standalone financial statements of any Subsidiary of Holdings that is not a Loan Party. The Borrower hereby acknowledges that (a) the Administrative Agent may make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, "Borrower Materials") by posting the Borrower Materials on IntraLinks or another similar electronic system (the "Platform") and (b) certain of the Lenders (each, a "Public Lender") may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that the word "PUBLIC" shall appear prominently on the first page thereof; (x) by marking Borrower Materials "PUBLIC," the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked "PUBLIC" are permitted to be made available through a portion of the Platform designated "Public Side Information"; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked "PUBLIC" as being suitable only for posting on a portion of the Platform not designated "Public Side Information." Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 5.01(a), (b) and (c) above are hereby deemed to be suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Section 5.02 Notices of Material Events. Promptly after any Responsible Officer of Holdings or the Borrower obtains knowledge thereof, Holdings or the Borrower will furnish to the Administrative Agent written notice of the following: (a) the occurrence of any Default or Event of Default; (b) to the extent permissible by law, the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of a Financial Officer or another executive officer of Holdings, the Borrower or any Subsidiary Loan Party, affecting Holdings, the Borrower or any Subsidiary Loan Party or the receipt of a notice of an Environmental Liability that could reasonably be expected to result in a Material Adverse Effect; (c) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect; (d) of the occurrence of (i) any Health Care Reportable Event and (ii) any ERISA Event; and 52 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 85 of 201 (e) of any material change in accounting policies or financial reporting practices by any Loan Party. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Responsible Officer of Holdings or the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Section 5.03 Information Regarding Collateral. (a) Holdings or the Borrower will furnish to the Administrative Agent written notice, no later than ten (10) Business Days prior to the occurrence of any such change, of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number. (b) Not later than five days after delivery of financial statements pursuant to Section 5.01(a) or (b), Holdings or the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of Holdings or the Borrower (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section, and (ii) certifying that all notices required to be given prior to the date of such certificate by this Section 5.03 have been given. Section 5.04 Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Guarantor to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, that the foregoing shall not prohibit any merger permitted by Section 6.03 or any Disposition permitted by Section 6.05. Section 5.05 Payment of Taxes, etc. Each of Holdings and the Borrower will, and will cause each Guarantor to, pay its obligations and liabilities in respect of Taxes imposed upon it or its income or properties or in respect of its property or assets, before the same shall become delinquent or in default, except to the extent any such Taxes will be provided for in the Plan, are not required to be paid when due under provisions of the Bankruptcy Code, or are being contested in good faith and by appropriate proceedings diligently conducted that stay the enforcement of the Tax in question and for which adequate reserves have been provided in accordance with GAAP. Section 5.06 Maintenance of Properties. Each of Holdings and the Borrower will, and will cause each Guarantor to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted. Section 5.07 Insurance. (a) Each of Holdings and the Borrower will, and will cause each Guarantor to, maintain, with insurance companies that Holdings believes (in the good faith judgment of the management of Holdings) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any 53 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 86 of 201 self-insurance which Holdings believes (in the good faith judgment of management of Holdings) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as Holdings believes (in the good faith judgment or the management of Holdings) are reasonable and prudent in light of the size and nature of its business, and will furnish to the Lenders, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance shall (i) name the Administrative Agent, on behalf of the Lenders, as an additional insured thereunder as its interests may appear and (ii) in the case of each casualty insurance policy, contain a loss payable clause or mortgagee endorsement that names the Administrative Agent, on behalf of the Lenders as the loss payee or mortgagee thereunder. (b) If any portion of any Owned Real Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Borrower shall, or shall cause each Loan Party to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, as determined in the Borrower’s reasonable discretion, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent. Section 5.08 Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each Subsidiary Loan Party to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or any Subsidiary Loan Party, as the case may be. Each of Holdings and the Borrower will, and will cause each Subsidiary Loan Party to, permit any representatives or advisors designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided, that, when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. Upon request by the Administrative Agent or any Lender from time to time, the senior management and advisors of Holdings and its Subsidiaries will agree to hold a conference with the Administrative Agent and the Lenders. Section 5.09 Compliance with Laws; Compliance with Health Care Laws. (a) Each of Holdings and the Borrower will, and will cause each Subsidiary Loan Party to, comply with its Organizational Documents and all Requirements of Law (including Environmental Laws) with respect to it, its property and operations, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (b) Without limiting the prior clause (a), each of Holdings and the Borrower will, and will cause each Subsidiary Loan Party to, comply in all material respects with all Healthcare Laws, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 54 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 87 of 201 (c) Each of Holdings, Borrower and each Subsidiary Loan Party thereof will: (i) timely file or caused to be timely filed (after giving effect to any extension duly obtained), all notifications, reports, submissions, renewals and reports of every kind whatsoever required by Health Care Laws (which reports will be materially accurate and complete in all respects and not misleading in any material respect and shall not remain open or unsettled); and (ii) timely file or caused to be timely filed (after giving effect to any extension duly obtained), all cost reports required by Health Care Laws, which reports shall be materially accurate and complete in all respects and not misleading in any material respect and which shall not remain open or unsettled, except in accordance with applicable settlement appeals procedures that are timely and diligently pursued and except for any processing delays of any Governmental Authority. (d) Each of Holdings, Borrower and each Subsidiary Loan Party thereof will maintain in full force and effect, and free from restrictions, probations, conditions or known conflicts which would materially impair the use or operation of the Project for its current use, all Healthcare Permits necessary under Health Care Laws to carry on the business of Holdings, Borrower and each Subsidiary Loan Party thereof. (e) Borrower will maintain a corporate health care regulatory compliance program ("CCP") generally consistent with those maintained by rural hospitals and which includes at least the following components and that reasonably allows Administrative Agent and/or any outside consultants engaged by Administrative Agent from time to time to review such CCP: (i) standards of conduct and procedures that describe compliance policies regarding laws with an emphasis on prevention of fraud and abuse; (ii) specific officer identified as having overall responsibility for compliance with such standards and procedures; (iii) training and education programs which effectively communicate the compliance standards and procedures to employees and agents, including, without limitation, fraud and abuse laws and illegal billing practices; (iv) auditing and monitoring systems and reasonable steps for achieving compliance with such standards and procedures including, without limitation, publicizing a report system to allow employees and agents to anonymously report criminal or suspect conduct and potential compliance problems; (v) disciplinary guidelines and consistent enforcement of compliance policies including, without limitation, discipline of individuals responsible for the failure to detect violations of the CCP; and (vi) mechanisms to immediately respond to detected violations of the CCP. (f) Borrower will at all times be HIPAA Compliant. (g) If the Project is currently accredited by an Accrediting Organization, Borrower will (i) maintain such accreditation in good standing and without limitation or impairment, (ii) promptly submit to the Accrediting Organization a plan of correction for any deficiencies listed on any accreditation survey report, and (iii) cure all such deficiencies within such time frame as is necessary to preserve and maintain in good standing and without limitation or impairment such accreditation. Section 5.10 Use of Proceeds. The Borrower will, and will cause each Guarantor to, use the proceeds of the Loans in accordance with Section 3.14. 55 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 88 of 201 Section 5.11 Additional Subsidiaries. If any additional Subsidiary Loan Party is formed or acquired after the Effective Date, Holdings and the Borrower will, no later than three (3) Business Days prior to the date such newly formed or acquired Subsidiary Loan Party is formed or acquired, notify the Administrative Agent thereof, and will cause such Person to satisfy the Collateral and Guarantee Requirement with respect to such Person and with respect to any Equity Interest in or Indebtedness of such Person owned by or on behalf of any Loan Party within ten (10) Business Days after the date of such formation or acquisition (or such longer period as the Administrative Agent shall reasonably agree and the Administrative Agent shall have received a completed Perfection Certificate with respect to such Person signed by a Responsible Officer, together with all attachments contemplated thereby). Section 5.12 Further Assurances. (a) Each of Holdings and the Borrower will, and will cause each Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), that may be required under any applicable law and that the Administrative Agent or the Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties. (b) If, after the Effective Date, any material assets (including any owned real property or improvements thereto or any interest therein with a fair market value in excess of $100,000) are acquired by the Borrower or any other Loan Party (other than assets constituting Collateral under a Security Document that become subject to the Lien created by such Security Document upon acquisition thereof or constituting Excluded Assets), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take and cause the other Loan Parties to take, such actions as shall be necessary and reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section and as required pursuant to the "Collateral and Guarantee Requirement," at the expense of the Loan Parties and subject to the last paragraph of the definition of the term "Collateral and Guarantee Requirement." Section 5.13 Case Milestones. The Loan Parties shall comply with the following milestones with respect to the Chapter 11 Cases: (a) The disclosure statement (the "Disclosure Statement") shall have been filed pursuant to Section 1125 of the Bankruptcy Code and a chapter 11 plan for all Debtors (the "Plan") on or prior to 120 days after the Petition Date, the terms of which Plan shall have the consent of the Administrative Agent unless the exclusivity period shall have been extended, in which case the Disclosure Statement and Plan shall have been filed within such extended exclusivity period; (b) The Bankruptcy Court shall have entered an order approving the Disclosure Statement on or before the date which is 90 days after its filing; (c) The Bankruptcy Court shall have entered an order confirming the Plan on or prior to the date which is nine (9) months after the Petition Date (the "Confirmation Order"); and 56 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 89 of 201 (d) The effective date of the Plan shall have occurred on or prior to the date which is thirty (30) days after entry of the Confirmation Order. Section 5.14 Certain Post-Closing Obligations. As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 or such later date as the Administrative Agent agrees to in writing, Holdings and the Borrower shall deliver the documents or take the actions specified on Schedule 5.14. Section 5.15 Cash Management; Excluded Receivables Account. (a) Subject to the orders of the Bankruptcy Court with respect to the Debtors’ cash management, Holdings, the Borrower and each Subsidiary Loan Party shall maintain deposit and securities accounts with banks and securities intermediaries reasonably acceptable to the Administrative Agent and (except in the case of the Excluded Receivables Account and the deposit accounts segregated for payroll, tax and other employee related matters subject to the reasonable discretion of the Administrative Agent) maintain at all times Control Agreements over such accounts (the foregoing deposit accounts, each a "Controlled Deposit Account" and collectively, the "Controlled Deposit Accounts"). No Loan Party shall open, maintain or permit to exist any deposit or securities account, unless such Loan Party shall have provided the Administrative Agent with five (5) Business Days’ prior written notice thereof and, unless otherwise consented to in writing by the Administrative Agent, shall have provided a Control Agreement over each such account. (b) Each Loan Party shall maintain at all times (i) an Excluded Receivables Account and (ii) a collection account agreement (the "Collection Account Agreement"), substantially in the form of Exhibit C-3 hereto or otherwise in substance and form satisfactory to the Administrative Agent, pursuant to which the full amount of collected and available balance in such Loan Party's Excluded Receivables Account is automatically transferred on a daily basis to a Controlled Deposit Account of such Loan Party. Holdings and the Borrower further covenant and agree that (1) the proceeds of any Loan Party's Government Health-Care-Insurance Receivables shall be deposited directly into such Loan Party's Excluded Receivables Account and (ii) the proceeds of any Loan Party's Accounts and payment intangibles, other than Government Health-Care-Insurance Receivables, shall be deposited directly into a Controlled Deposit Account of such Loan Party. ARTICLE VI NEGATIVE COVENANTS Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable (other than contingent amounts not yet due) under any Loan Document have been indefeasibly paid in full, each of Holdings and the Borrower covenants and agrees with the Lenders that: Section 6.01 Indebtedness; Certain Equity Securities. (a) Holdings and the Borrower will not, and will not permit any Subsidiary Loan Party to, create, incur, assume or permit to exist any Indebtedness, except: (i) Indebtedness of the Borrower and any of the Guarantors under the Loan Documents; 57 4852-4630-2277.1 Case 4:17-bk-03351-SHG Doc 354 Filed 08/24/17 Entered 08/24/17 19:22:05 Desc Main Document Page 90 of 201 (ii) Indebtedness outstanding on the date hereof and listed on Schedule 6.01 and any Permitted Refinancing thereof; (iii) (A) Indebtedness (including Capitalized Lease Obligations) of a Loan Party financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided, that such Indebtedness is incurred concurrently with or within 90 days after the applicable acquisition, construction, repair, replacement or improvement, and (B) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clause (A); provided, further that, at the time of any such incurrence or Permitted Refinancing of such Indebtedness and after giving pro forma effect thereto and the use of the proceeds thereof, the aggregate princip