Wellspan Properties Inc.

“WellSpan Health Care Services, a nonprofit corporation is the sole member of WellSpan Properties, Inc.”

“The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors, which shall consist of three persons who shall be natural persons at least 18 years of age. At all times, the Board of Directors shall include one member of the governing boards of York Hospital and York Health System Medical Group.The Directors shall be elected annually by the Member at its annual meeting and shall hold office until their successors shall have been elected and qualified. Any Director may be removed with or without cause at any time by the Member.Vacancies in the Board of Directors shall be filled by the decision of the majority of the remaining Directors, though less than a quorum and subject to ratification by the Member, or by election of the Member. A Director selected to fill a vacancy shall serve until the next annual meeting of the Member and until a successor is elected and qualified.”

“An affirmative action of the Member is required with regard to the following actions: a) Any capital expenditure or incurrence of indebtedness by the Corporation in excess of $100,000. b) Any material changes in the business purposes or the creation of new businesses. c) Dissolution or reorganization of the Corporation or any of its subsidiary corporations or partnerships. d) Merger or consolidation of the Corporation or any of its subsidiary corporations or partnerships e) Disposition of over 10 percent of the assets of the Corporation f) Adoption or change of certain provisions which are committed expressly to members of a nonprofit corporation by Section 5504 of the Nonprofit Corporation Law of 1988, as amended (the "Act"), as more fully set forth in Article XII, Section 12.1.”

“Management provided an electronic copy of the form 990 to each voting member of the organization's governing body, prior to its filing with the IRS. The organization's finance management team provided a presentation to the Audit Committee on the organization's 990 return.”

“Officers, directors, and key employees fill out a WellSpan Health Conflict of Interest Disclosure Statement questionnaire annually. The questionnaire is administered by the Internal Audit Department of WellSpan Health, the Parent Company.There shall be full disclosure by any Director having a business or personal interest or relationship which may be in conflict with the interests of the Corporation. After such disclosure the Director shall abide by the determination of the Board of Directors as to whether a conflict exists, the extent to which, if at all, the Director will be permitted to be present during the Board of Directors' discussion of the matter in which the Director may be interested, and whether the Director will be permitted to participate in such discussion and cast a vote in such matter.”

“This organization does not directly compensate any employees. The following procedure is followed by our parent company and affiliates in setting compensation. The Compensation Committee of WellSpan Health is responsible for rewarding and reinforcing key executives for the achievement of annual and long-term performance objectives. The Compensation Committee shall consist of not more than six (6) persons, of whom two (2) shall be the Chairman and Vice Chairman of the Board of the Corporation, and the remaining members shall be such other persons as may be appointed by the Chairman of the Board of the Corporation, with the approval of the Board of Directors; provided, however, that the Compensation Committee shall not include any persons who are employed by the System. The Chairman of the Board of Gettysburg Hospital shall participate. The role of the Compensation Committee is to set the Executive Compensation Philosophy for the system and ensure adherence, evaluate performance and establish compensation for the WellSpan President, evaluate team performance of the executive team and establish awards, review and approve senior executive base salary ranges, and oversee employed physician compensation programs. The Committee will approve salary ranges for each executive position and review incumbent salaries annually. The Committee will be responsible for reviewing the President's salary each year, and if warranted, authorizing an adjustment to maintain competitiveness. The President will have the authority to make salary adjustments for subordinate positions. The Committee is responsible for approving and authorizing payment of the performance awards. The Committee will approve and authorize payment of the President's performance awards. Integrated Healthcare Strategies, Inc., based in Minneapolis Minnesota is the external consultant to the committee. This consultant focuses exclusively on executive and physician compensation in the health care industry. In summary, the executive and physician compensation review process consists of the following: 1) Cash compensation reviewed annually 2) Cash compensation reviewed by external consultant biennially 3) external total compensation (cash, incentives, benefits, perquisites) reviewed by external consultant periodically 4) Process is integrated with compensation analysis for other WellSpan positions 5) Committee decisions are documented in minutes maintained in Human Resources.”

“Governing documents, policies, and financial statements are available upon request.”

“$412,230,0000 of Revenue Bonds for WellSpan Health Obligated Group, Series 2008A, 2008B, 2008C and 2008D were issued 11/12/2008 by General Authority of Southcentral Pennsylvania. The purpose of this bond issue was to refund bonds issued 5/13/2002, 5/17/2005, 6/16/2005, and 6/5/2007. WellSpan Health, the parent organization, allocated portions of the proceeds of this tax-exempt bond issue to York Hospital (22-2517863), Gettysburg Hospital (23-1352220), WellSpan Properties (22-2842252), and WellSpan Specialty Services (23-2899911). In order to remain consistent with the reporting on Form 8038, all outstanding liabilities associated with this tax-exempt bond issue is reported on the WellSpan Health (22-2517863) Schedule K. As of 6/30/14, the allocation of the Debt Capital program was as follows: York Hospital $229,015,336 (61.37%), WellSpan Properties $50,791,774 (13.61%), WellSpan Health $2,347,624 (.63%), WellSpan Specialty Services $59,422,225 (15.92%) and Gettysburg Hospital $31,573,040 (8.46%). These amounts are reported on the respective balance sheets (Part X Line 20)for each of these entities.The 11/12/2008 issue included reissuance of all unspent proceeds from the refunded 2007 bond issue. Total proceeds of issue includes the original 11/12/2008 issue plus investment earnings on transferred proceeds and the short investment of proceeds between date of issue and payoff on 12/1/2008.”