Contract analysis

ARTICLE I — NAME The name of the corporation is Ardent Healthcare Intermediate Inc. (hereinafter referred to as the "Corporation").

ARTICLE II — REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, Wilmington, Delaware 19808, County of New Castle. The name of the registered agent of the Corporation at such address is Pemberton Industries. The Corporation may, from time to time, in the manner provided by law, change the registered agent and the registered

ARTICLE III — PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended. Without limiting the generality of the foregoing, the Corporation's principal business activity shall include, without limitation, serving as a holding company for direct and i

ARTICLE IV — AUTHORIZED CAPITAL STOCK

Section 4.1 — Total Authorized Shares. The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is Ten Thousand (10,000) shares, consisting of: Ten Thousand (10,000) shares of Common Stock, par value $0.01 per share (the "Common Stock").

Section 4.2 — Voting Rights. Each share of Common Stock shall entitle the holder thereof to one (1) vote on each matter submitted to a vote of the stockholders of the Corporation. Except as otherwise required by law or by the provisions of any designation of preferences, qualifications, privileges, limitations, restrictions, and special or relative rights with respect to any class or series of preferred stock that ma

Section 4.3 — Additional Classes or Series of Stock. The Board of Directors of the Corporation is hereby expressly authorized, by resolution or resolutions, at any time and from time to time, to provide for the issuance of shares of one or more additional classes or series of preferred stock or other capital stock, in each case with such voting powers, full or limited, or no voting powers, and such designations, pref

ARTICLE V — INCORPORATOR The name and mailing address of the sole incorporator of the Corporation are as follows: Name: Robert Jansen Title: Lead Associate, Tax, Calderwood & Harkness LLP Address: c/o Calderwood & Harkness LLP, One Liberty Plaza, 45th Floor, New York, New York 10006 The powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation with the Secretary of State of the S

ARTICLE VI — BOARD OF DIRECTORS

Section 6.1 — Initial Board. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors constituting the initial Board of Directors of the Corporation is one (1). The name and mailing address of the person who is to serve as the initial director of the Corporation, and who shall serve until the first annual meeting of stockholders of the C

Section 6.2 — Number of Directors. Subject to the rights, if any, of the holders of any series of preferred stock to elect additional directors under specified circumstances, the number of directors of the Corporation shall be fixed from time to time exclusively by or pursuant to a resolution adopted by the Board of Directors in accordance with the Bylaws of the Corporation. No decrease in the authorized number of di

Section 6.3 — Written Ballot Not Required. Elections of directors of the Corporation need not be by written ballot unless the Bylaws of the Corporation so provide. The manner of election of directors shall be governed by the Bylaws of the Corporation, subject to the requirements of the DGCL.

ARTICLE VII — LIMITATION OF DIRECTOR LIABILITY To the fullest extent permitted by the General Corporation Law of the State of Delaware, as it presently exists or as it may hereafter be amended from time to time, a director of the Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the prece

ARTICLE VIII — INDEMNIFICATION

Section 8.1 — Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a "Covered Person") who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proce

Section 8.2 — Advancement of Expenses. The Corporation shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys' fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of any Proceeding shall be made onl

Section 8.3 — Non-Exclusivity. The rights to indemnification and advancement of expenses conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, any provision of this Certificate of Incorporation, the Bylaws of the Corporation, any agreement, any vote of stockholders or disinterested directors, any provision of insurance, or otherwise.

ARTICLE IX — AMENDMENT OF CERTIFICATE OF INCORPORATION The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon the stockholders of the Corporation herein are granted subject to this reservation. Notwithstanding anything to the contrary contained herein, and i

ARTICLE X — AMENDMENT OF BYLAWS In furtherance and not in limitation of the powers conferred upon the Board of Directors by the DGCL, the Board of Directors of the Corporation is hereby expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is prese

ARTICLE XI — SECTION 203 OPT-OUT (BUSINESS COMBINATIONS) The Corporation hereby expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware, as it presently exists or may hereafter be amended. The Corporation acknowledges that Section 203 of the DGCL, relating to business combinations with interested stockholders, imposes certain restrictions on transactions between a co

ARTICLE XII — EXCLUSIVE FORUM Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware also does not have jurisdiction, the United States District Court for the Distr

ARTICLE XIII — SOLE STOCKHOLDER; ORGANIZATIONAL MATTERS The initial sole stockholder of the Corporation shall be Ardent Healthcare Holdings LLC, a Delaware limited liability company (EIN 93-2187445), with its principal business address at 600 Lexington Avenue, 38th Floor, New York, New York 10022, and its registered address at c/o Pemberton Industries, 251 Little Falls Drive, Wilmington, Delaware 19808. All Ten Thous