Dialysis Corp of America SC TOT/A Third party tender offer statement (amended) | DCAI 25 May 10

Exhibit (b)(2)

$172,500,000

CREDIT AGREEMENT

Dated as of May 24, 2010

Among

U.S. RENAL CARE, INC.
as Borrower,

ROYAL BANK OF CANADA,
as Administrative Agent and Collateral Agent,

THE OTHER LENDERS PARTY HERETO,

RBC CAPITAL MARKETS^*
as Sole Lead Arranger and Bookrunner,

BANK OF AMERICA, N.A.,
as Syndication Agent

and

GENERAL ELECTRIC CAPITAL CORPORATION
as Documentation Agent


*		RBC Capital Markets is the global brand name for the corporate and investment banking businesses of Royal Bank of Canada and its affiliates.

TABLE OF CONTENTS


	Page
Article I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 Defined Terms		2
Section 1.02 Other Interpretive Provisions		42
Section 1.03 Accounting Terms		43
Section 1.04 Rounding		43
Section 1.05 References to Agreements, Laws, Etc		43
Section 1.06 Times of Day		44
Section 1.07 Timing of Payment or Performance		44
Section 1.08 Currency Equivalents Generally		44

Article II

THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.01 The Loans		44
Section 2.02 Borrowings, Conversions and Continuations of Loans		44
Section 2.03 Letters of Credit		46
Section 2.04 Prepayments		52
Section 2.05 Termination or Reduction of Commitments		55
Section 2.06 Repayment of Loans		55
Section 2.07 Interest		55
Section 2.08 Fees		56
Section 2.09 Computation of Interest and Fees		56
Section 2.10 Evidence of Indebtedness		57
Section 2.11 Payments Generally		57
Section 2.12 Defaulting Lenders		59
Section 2.13 Sharing of Payments		59
Section 2.14 Cash Collateral		60

Article III

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

Section 3.01 Taxes		61
Section 3.02 Illegality		63
Section 3.03 Inability to Determine Rates		63
Section 3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans		64
Section 3.05 Funding Losses		65
Section 3.06 Matters Applicable to All Requests for Compensation		65
Section 3.07 Replacement of Lenders under Certain Circumstances		66
Section 3.08 Survival		67


	Page
Article IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

Section 4.01 Conditions of Initial Credit Extension		67
Section 4.02 Conditions to All Credit Extensions		70

Article V

REPRESENTATIONS AND WARRANTIES

Section 5.01 Existence, Qualification and Power; Compliance with Laws		71
Section 5.02 Authorization; No Contravention		71
Section 5.03 Governmental Authorization; Other Consents		71
Section 5.04 Binding Effect		71
Section 5.05 Medicare Participation / Accreditation		72
Section 5.06 Financial Statements; No Material Adverse Effect		72
Section 5.07 Litigation		73
Section 5.08 Ownership of Property; Liens		73
Section 5.09 Perfection of Security Interests		73
Section 5.10 Environmental Compliance		73
Section 5.11 Taxes		75
Section 5.12 Compliance with ERISA		75
Section 5.13 Labor Matters		75
Section 5.14 Subsidiaries; Equity Interests		75
Section 5.15 Margin Regulations; Investment Company Act; USA PATRIOT Act		76
Section 5.16 Disclosure		76
Section 5.17 Intellectual Property		76
Section 5.18 Solvency		76
Section 5.19 No Default		76
Section 5.20 Status of Facilities as Senior Indebtedness		77
Section 5.21 Use of Proceeds		77
Section 5.22 Compliance Program		77

Article VI

AFFIRMATIVE COVENANTS

Section 6.01 Financial Statements		77
Section 6.02 Certificates; Reports; Other Information		78
Section 6.03 Notice Requirements; Other Information		79
Section 6.04 Environmental Matters		80
Section 6.05 Maintenance of Existence		82
Section 6.06 Maintenance of Properties		82
Section 6.07 Maintenance of Insurance		82
Section 6.08 Compliance with Laws		82
Section 6.09 Books and Records		83
Section 6.10 Inspection Rights		83
Section 6.11 Covenant to Guarantee Obligations and Give Security		83
Section 6.12 Use of Proceeds		85
Section 6.13 Further Assurances and Post-Closing Undertakings		85


	Page
Section 6.14 Taxes		86
Section 6.15 End of Fiscal Years; Fiscal Quarters		86
Section 6.16 Material Contracts		86
Section 6.17 Ratings		86
Section 6.18 Interest Rate Hedging		87
Section 6.19 Status of the Facilities as Designated Senior Debt		87

Article VII

NEGATIVE COVENANTS

Section 7.01 Liens		87
Section 7.02 Investments		89
Section 7.03 Indebtedness		91
Section 7.04 Fundamental Changes		94
Section 7.05 Dispositions		95
Section 7.06 Restricted Payments		96
Section 7.07 Change in Nature of Business		97
Section 7.08 Transactions with Affiliates		97
Section 7.09 Prepayments, Etc. of Indebtedness; Amendments or Modification to Mezzanine Debt Documents		98
Section 7.10 Negative Pledge		99
Section 7.11 Partnerships, Etc		99
Section 7.12 Amendments to Constitutive Documents		99
Section 7.13 Total Leverage Ratio		99
Section 7.14 Interest Coverage Ratio		100
Section 7.15 Fixed Charge Coverage Ratio		101
Section 7.16 Capital Expenditures		101

Article VIII

HOLDINGS COVENANT

Section 8.01 Business of Holdings		102

Article IX

EVENTS OF DEFAULT AND REMEDIES

Section 9.01 Events of Default		102
Section 9.02 Remedies Upon Event of Default		104
Section 9.03 Application of Funds		105

Article X

ADMINISTRATIVE AGENT AND OTHER AGENTS

Section 10.01 Appointment and Authorization of Agents		106
Section 10.02 Delegation of Duties		107
Section 10.03 Liability of Agents		107
Section 10.04 Reliance by Agents		108

iii


	Page
Section 10.05 Notice of Default		108
Section 10.06 Credit Decision; Disclosure of Information by Agents		108
Section 10.07 Indemnification of Agents		109
Section 10.08 Agents in their Individual Capacities		109
Section 10.09 Successor Agents		109
Section 10.10 Administrative Agent May File Proofs of Claim		110
Section 10.11 Release of Collateral and Guaranty		111
Section 10.12 Other Agents; Arrangers and Managers		111
Section 10.13 Appointment of Supplemental Administrative Agents		112

Article XI

MISCELLANEOUS

Section 11.01 Amendments, Etc		112
Section 11.02 Notices and Other Communications; Facsimile and Electronic Copies		114
Section 11.03 No Waiver; Cumulative Remedies		117
Section 11.04 Attorney Costs and Expenses		117
Section 11.05 Indemnification by the Borrower		117
Section 11.06 Payments Set Aside		118
Section 11.07 Successors and Assigns		119
Section 11.08 Confidentiality		123
Section 11.09 Setoff		123
Section 11.10 Counterparts		124
Section 11.11 Integration		124
Section 11.12 Survival of Representations and Warranties		124
Section 11.13 Severability		124
Section 11.14 GOVERNING LAW		125
Section 11.15 WAIVER OF RIGHT TO TRIAL BY JURY		125
Section 11.16 Binding Effect		125
Section 11.17 Lender Action		125
Section 11.18 USA PATRIOT Act		126

SCHEDULES


1	—	Guarantors
2	—	Collateral Documents for Initial Credit Extension
1.01C	—	Specified Properties
2.01	—	Commitments
5.07	—	Litigation
5.08(b)(i)	—	Owned Real Property
5.08(b)(ii)	—	Leased Real Property
5.09	—	Collateral Filings and Perfection Matters
5.10(a)	—	Environmental Compliance Exceptions
5.10(b)	—	Hazardous Material Release
5.10(c)	—	Remedial Actions
5.10(d)	—	Environmental Permits
5.10(e)	—	Environmental Liabilities
5.12(a)	—	Compliance with ERISA
5.14	—	Subsidiaries and Other Equity Investments
5.17	—	Intellectual Property, Licenses
6.13(c)	—	Post-Closing Undertakings
7.01(b)	—	Existing Liens
7.03(c)	—	Surviving Indebtedness
11.02	—	Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

Form of

A-1	—	Committed Loan Notice
A-2	—	Form of Prepayment Notice
B-1	—	Revolving Credit Note
B-2	—	Term Note
C	—	Compliance Certificate
D	—	Assignment and Assumption
E	—	Guarantee
F-1	—	Pledge Agreement
F-2	—	Security Agreement
G	—	Opinion Matters — Form of Opinion of New York Counsel to Loan Parties
H	—	Intellectual Property Security Agreement
I	—	Officer’s Certificate
O	—	Form of Escrow Agreement

CREDIT AGREEMENT

This CREDIT AGREEMENT (“Agreement”) is entered into as of May 24, 2010 and effective as of the Closing Date among U.S. RENAL CARE, INC., a Delaware corporation (the “Borrower”), ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent, and each lender from time to time party hereto.

PRELIMINARY STATEMENTS

1. Urchin Merger Sub, Inc., a Florida subsidiary and a Wholly-owned (as defined below) Subsidiary of the Borrower (the “Merger Sub”), intends to acquire (the “Acquisition”) all of the outstanding equity interests of Dialysis Corporation of America, Inc., a Florida corporation (the “Company”). To effect the Acquisition, (i) the Sponsor (as this and other capitalized terms used in these Preliminary Statements are defined inSection 1.01 below) and certain other Investors will make the Equity Contribution, and (ii) the Borrower will then consummate the transactions pursuant to that certain Agreement and Plan of Merger, dated as of April 13, 2010, by and among the Borrower, Merger Sub, and the Company (the “Acquisition Agreement”).

2. Pursuant to the Acquisition Agreement, Merger Sub has made a cash tender offer to acquire all of the issued and outstanding shares of the Equity Interests (as defined below) of the Company (the “Tender Offer”). Following the closing of the Tender Offer and in any event no later than 90 days after the Closing Date (as defined below), Merger Sub intends to merge with and into the Company pursuant to the Acquisition Agreement (the “Merger”) and the Company will be the surviving corporation.

3. The Borrower has requested that simultaneously with the consummation of the closing of the Tender Offer, the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount equal to $132,500,000 (the “Term Facility”), and (ii) Revolving Credit Commitments in an aggregate principal amount of $40,000,000 (the “Revolving Credit Facility”). The Revolving Credit Facility may include one or more Letters of Credit from time to time.

4. The proceeds of the Term Loan, together with the proceeds of (i) the Mezzanine Loan and (ii) the Equity Contribution will be used to finance the Acquisition and the Transaction Expenses, to repay certain Existing Indebtedness of the Company and the Borrower, and for working capital purposes. The proceeds of Revolving Credit Loans made on and after the Closing Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries.

5. The applicable Lenders have indicated their willingness to lend, and the L/C Issuer has indicated its willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquired EBITDA” means, with respect to any Acquired Entity or Business for any period, historical EBITDA of such Acquired Entity or Business as certified by a Responsible Officer of the Borrower, which historical EBITDA shall be calculated in a manner consistent with the definition of Consolidated Adjusted EBITDA herein (but without giving effect to anyProForma Adjustments) and to be based on financial statements for such Acquired Entity or Business prepared in accordance with GAAP and subject to the Administrative Agent’s reasonable satisfaction that such Acquired EBITDA is calculated in such manner.

“Acquired Entity or Business” means, for any period, any Person, property, business or asset acquired by the Borrower or any Subsidiary, to the extent not subsequently sold, transferred or otherwise disposed of by the Borrower or such Subsidiary during such period.

“Acquisition” has the meaning specified in the Preliminary Statements.

“Acquisition Agreement” has the meaning specified in the Preliminary Statements.

“Administrative Agent” means, subject toSection 10.13, Royal Bank, in its capacity as administrative agent under the Loan Documents, or any successor administrative agent appointed in accordance withSection 10.09.

“Administrative Agent’s Office” means, the Administrative Agent’s address and, as appropriate, account as set forth onSchedule 11.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Affiliated Lender” means any Investors in its capacity as Lender.

“Agent Parties” has the meaning set forth inSection 11.02(f).

“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Agents” means, collectively, the Administrative Agent, the Collateral Agent, and the Supplemental Administrative Agents (if any).

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” has the meaning set forth in the preamble hereto.

“Applicable Lending Office” means for any Lender, such Lender’s office, branch or affiliate designated for Eurodollar Rate Loans, Base Rate Loans, L/C Advances, or Letters of Credit, as applicable, as notified to the Administrative Agent and the Borrower or as otherwise specified in the Assignment and Assumption pursuant to which such Lender became a party hereto, any of which offices may, subject toSection 3.01(e) andSection 3.02, be changed by such Lender upon 10 days’ prior written notice to the Administrative Agent and the Borrower; provided, that, for the purposes of the definition of “Excluded Taxes” andSection 3.01, any such change shall be deemed an assignment made pursuant to an Assignment and Assumption.

“Applicable Rate” means a percentage per annum equal to:

(a) In respect of the Commitment Fee, 0.75% per annum;

(b) In respect of Term Loans that are (i) Eurodollar Rate Loans, 4.50% per annum and (ii) Base Rate Loans, 3.50% per annum;

(c) In respect of Revolving Credit Loans that are (i) Eurodollar Rate Loans, 4.50% per annum and (ii) Base Rate Loans, 3.50% per annum;

provided that, in the case of the Commitment Fee and the Revolving Credit Loans, after the date of delivery of the Borrower’s financial statements for the first full fiscal quarter following the Closing Date pursuant toSection 6.01 (b), the Applicable Rate applicable to the Commitment Fee and the Revolving Credit Loans shall be determined by reference to the Total Leverage Ratio as set forth below:


Pricing		Eurodollar
Level	Total Leverage Ratio	Loans			Base Rate Loans			Commitment Fee
I	Greater than or equal to 3.50		4.50	%		3.50	%		0.75	%
II	Less than 3.50 and greater than or equal to 2.50		4.25	%		3.25	%		0.625	%
III	Less than 2.50		4.00	%		3.00	%		0.50	%

Any change in the Applicable Rate resulting from a change in the Total Leverage Ratio shall become effective on the first Business Day immediately following the date a Compliance Certificate is delivered pursuant toSection 6.02(a) with respect to the most recently ended fiscal quarter (commencing with the first full fiscal quarter ending after the Closing Date);provided,however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered until such Compliance Certificate is delivered, at which time the Applicable Rate shall be based on such Compliance Certificate. Notwithstanding the foregoing, the Borrower may, in its sole discretion, within ten Business Days following the end of any fiscal quarter, deliver to the Administrative Agent a written estimate (the “Total Leverage Ratio Estimate”) setting forth the Borrower’s good faith estimate of the Total Leverage Ratio (based on calculations set forth in an estimated Compliance Certificate) that will be set forth in the next Compliance Certificate required to be delivered by the Borrower to the Administrative Agent pursuant toSection 6.02(a). In the event that the Total Leverage Ratio Estimate indicates that there would be a change in the Applicable Rate resulting from a change in the Total Leverage Ratio, such change will become effective on the first Business Day following delivery of the Total Leverage Ratio Estimate.

In the event that, once the next Compliance Certificate is delivered, the Total Leverage Ratio as set forth in such Compliance Certificate differs from that calculated in the Total Leverage Ratio Estimate delivered for the fiscal quarter with respect to which such Compliance Certificate has been delivered, and such difference results in an Applicable Rate which is greater than the Applicable Rate theretofore in effect, then (A) such greater Applicable Rate shall be deemed to be in effect for all purposes of this Agreement from the first day following the delivery of the Total Leverage Ratio Estimate and (B) if the Borrower shall have theretofore made any payment of interest, or of the Commitment Fee, in any such case in respect of the period from the first day following the delivery of the Total Leverage Ratio Estimate to the actual date of delivery of such Compliance Certificate, then, on the next Interest Payment Date in respect of Base Rate Loans, the Borrower shall pay as a supplemental payment of interest and/or Commitment Fee, an amount which equals the difference between the amount of interest and Commitment Fees that would otherwise have been paid based on such revised Total Leverage Ratio and the amount of such interest and letter of credit fees actually so paid.

Anything contained herein to the contrary notwithstanding, in the event that any financial statement or Compliance Certificate delivered hereunder is inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Rate for any period (an “Applicable Period”) than the Applicable Rate applied for such Applicable Period, then (1) the Borrower shall immediately deliver to the Agent a corrected financial statement and a corrected Compliance Certificate for such Applicable Period, (2) the Applicable Rate shall be determined based on the corrected Compliance Certificate for such Applicable Period, and (3) the Borrower shall immediately pay to the Administrative Agent, for the account of the Revolving Credit Lenders, the accrued additional interest and Letter of Credit Fees owing as a result of such increased Applicable Rate for such Applicable Period.

The provisions of this definition, including the preceding two paragraphs, shall not limit the rights of the Administrative Agent and the Lenders with respect toSection2.07 or11.01

“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, and (b) with respect to any Letters of Credit, (i) the relevant L/C Issuer and (ii) the Revolving Credit Lenders.

“Approved Fund” means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.

“Asset Percentage” has the meaning specified inSection 2.04(b)(iii).

“Assignees” has the meaning specified inSection 11.07(b).

“Assignment and Assumption” means an Assignment and Assumption substantially in the form ofExhibit D.

“Attorney Costs” means and includes all reasonable and documented out-of-pocket fees, expenses and disbursements of any law firm or other external legal counsel.

“Audited Financial Statements” means the audited balance sheets of the Borrower for the Fiscal Year ended December 31, 2009 and the related audited statements of income and cash flows of the Borrower for the Fiscal Year ended December 31, 2009.

“Auto-Renewal Letter of Credit” has the meaning specified inSection 2.03(b)(iii).

“Available Amount” means, in respect of any Letter of Credit, at any time, the maximum amount available to be drawn under such Letter of Credit at such time (assuming compliance at such time with all conditions to drawing).

“Available Liquidity” means, at the end of the day of the relevant Business Day of the relevant fiscal quarter, an amount equal to (a) the aggregate unused and available amount of the Revolving Credit Commitments and (b) the aggregate amount of the unrestricted cash (which shall include any funds on deposit in each deposit account (as defined in Uniform Commercial Code) pledged as Collateral pursuant to the Security Agreement) and Cash Equivalents of the Borrower and the other Loan Parties (as reflected on a consolidated balance sheet of the Borrower and the other Loan Parties).

“Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of:

(a) The higher of:

(i) The Prime Rate and

(ii) ¹/2 of 1% per annum above the Federal Funds Rate; and

(b) the Eurodollar Rate for an Interest Period of one month in effect on such dayplus 1%,provided, however, that during the period from the date hereof to the date that is thirty days following the Closing Date (or such earlier date as shall be specified by the Administrative Agent on which a Eurodollar Rate Loan has become available), “Base Rate” shall mean the rate per annum equal to the Eurodollar Rate for the Interest Period selected by the Borrower as in effect on the Closing Date, plus 1%. The corporate base rate is not necessarily the lowest rate charged by the Lender acting as the Administrative Agent to its customers.

“Base Rate Loan” means a Loan that bears interest at a rate based on the Base Rate.

“Borrower” has the meaning set forth in the preamble to this Agreement.

“Borrowing” means a Revolving Credit Borrowing or a Term Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the province or state where the Administrative Agent’s Office is located and in the State of New York; provided that, if such day relates to any interest rate settings as to a Eurodollar Rate Loan, any fundings, disbursements, settlements and payments in respect of any such Eurodollar Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurodollar Rate Loan, Business Day also means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank market.

“Capital Expenditures” means, for any Person for any period, the sum of, without duplication, all expenditures made, directly or indirectly, by such Person or any of its Subsidiaries during such period for equipment, fixed assets, real property or improvements, or for replacements or substitutions therefor or additions thereto, that have been or should be, in accordance with GAAP, reflected as additions to property, plant or equipment on a consolidated balance sheet of such Person or have a useful life of more than one year;provided that Capital Expenditure shall not include:

(i) expenditures made with the proceeds of the Disposal of any property that are reinvested in accordance withSection 2.04(b)(iii);

(ii) expenditures made by the Borrower or any of its Subsidiaries with proceeds received from any sellers party to the Acquisition Agreement (or any Affiliate thereof) pursuant to any indemnification provisions set forth in the Acquisition Agreement, to the extent such proceeds are actually applied to remedy the specific event or circumstance giving rise to the claim for indemnification or to replace or repair the specific fixed or capital asset subject to such indemnification claim; and

(iii) expenditures made by the Borrower or any of its Subsidiaries with proceeds received from any seller (or any Affiliate thereof or any other Person who has agreed to make indemnification payments thereunder) in respect of any Permitted Acquisition pursuant to any indemnification provisions set forth in the purchase agreement, merger agreement, acquisition agreement or similar agreement in respect of such Permitted Acquisition, to the extent such proceeds are actually applied to remedy the specific event or circumstance giving rise to the claim for indemnification or to replace or repair the specific fixed or capital asset subject to such indemnification claim.

In addition, for purposes of this definition, the purchase price of equipment that is purchased simultaneously with (x) the trade-in of existing equipment or (y) insurance proceeds, condemnation awards or other settlement proceeds in respect of lost, destroyed, damaged or condemned assets, equipment or other property shall be included in Capital Expenditures only to the extent of the gross amount of such purchase priceless, (1) in the case of the foregoingclause (x), the credit granted by the seller of such equipment for the equipment being traded in at such time or (2) in the case of the foregoingclause (y), the amount of such proceeds;provided that Capital Expenditures shall not include expenditures made with proceeds of contributions made by, or the issuance of capital stock of Holdings, the Borrower or the Company to the Permitted Holders.

“Capital Expenditure Base Amount” has the meaning specified inSection 7.16.

“Capital Expenditure Carryover Amount” has the meaning specified inSection 7.16.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized Lease.

“Capitalized Leases” means, with respect to any Person, all leases that are required to be, in accordance with GAAP as in effect as of the Closing Date, recorded as capitalized leases on the balance sheet (excluding footnotes thereto) of such Person.

“Cash Collateral” has the meaning specified inSection 2.14.

“Cash Collateral Account” has the meaning specified inSection 2.14.

“Cash Collateralize” has the meaning specified inSection 2.14.

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any Subsidiary:

(a) Dollars;

(b) securities issued or directly and fully and unconditionally guaranteed or insured by the United States government or any agency or instrumentality of the foregoing the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 12 months or less from the date of acquisition;

(c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is a commercial bank organized under the laws of (x) the United States of America, any state thereof or the District of Columbia or (y) any other country that is a member of the Organization for Economic Cooperation and Development, so long as such bank is acting through a branch or agency located in the United States and (ii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than 12 months from the date of acquisition thereof;

(d) securities issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof and rated at least “Prime-1” (or the equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case, with maturities of not more than 12 months from the date of acquisition thereof;provided, that, at any time such securities do not meet the foregoing rating requirements, such securities shall be reinvested in other investments constituting Cash Equivalents within 15 days of any such ratings change;

(e) commercial paper in an aggregate amount of no more than $2,000,000 per issuer and $5,000,000 in the aggregate outstanding at any time, issued by any Person and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case, with maturities of not more than 12 months from the date of acquisition thereof;provided, that, at any such issuer fails to meet the foregoing rating requirements, such commercial paper shall be reinvested in commercial paper or other investments constituting Cash Equivalents within 15 days of any such ratings change;

(f) Investments, classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that are rated at least Aa or AA by Moody’s or S&P, respectively, and the portfolios of which are limited predominantly to Dollars and to Investments of the character, quality and maturity described inclauses (b),(c),(d) and(e) (but in the case of investments of the type specified inclause (e) above, without regard to the cap amounts specified therein) of this definition.

“Cash Management Bank” means any Lender or any Affiliate of a Lender providing treasury, depository and/or cash management services to the Borrower or any Subsidiary or conducting any automated clearing house transfers of funds.

“Cash Management Obligations” means obligations owed by the Borrower or any Subsidiary to any Lender or any Affiliate of a Lender in respect of any overdraft and related liabilities arising from treasury, depository or cash management services or any automated clearing house transfers of funds.

“Casualty Event” means any event that gives rise to the receipt by the Borrower or any Subsidiary of any insurance proceeds or condemnation awards 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.

“Center” means any end-stage renal disease facility or dialysis facility owned or operated by the Borrower or any other Loan Party, but excluding any hospital-based dialysis program managed by the Borrower pursuant to a Contract with the operator of the applicable hospital.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“Change in Law” shall mean (a) the adoption of any law, treaty, order, policy, rule or regulation after the date of this Agreement, (b) any change in any law, treaty, order, policy, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) the making or issuance of any guideline, request or directive issued or made after the date hereof by any central bank or other Governmental Authority (whether or not having the force of law).

“Change of Control” means the earliest to occur of:

(a) The Permitted Holders ceasing to own or control, directly or indirectly, at least 50.1% of the voting Equity Interests of Holdings in the aggregate; or

(b) at any time upon or after the consummation of a Qualifying IPO, and for any reason whatsoever,

(i) any “person” or “group” (as such terms are used inSections 13(d) and14(d) of the Exchange Act), excluding the Permitted Holders, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of more than thirty-five percent (35%) of the then outstanding voting stock of Holdings, or

(ii) (A) the Permitted Holders shall cease to, directly or indirectly, have the power, right or ability to direct or control the daily management and decision making activities of Holdings or (B) to the extent Holdings has a board of directors, manager or Person performing a similar function, a majority of the board of directors, managers or Person performing similar functions or other governing body of Holdings shall not consist of Continuing Directors.

“Class” (a) when used with respect to Lenders, refers to whether such Lenders are Revolving Credit Lenders or Term Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments or Term Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans or Term Loans.

“Closing Date” means the date all the conditions precedent inSection 4.01 are satisfied or waived in accordance withSection 11.01.

“Closing Date Material Adverse Effect” has the meaning assigned to “Company Material Adverse Effect” in the Acquisition Agreement.

“Code” means the U.S. Internal Revenue Code of 1986 and Treasury regulations promulgated and rulings issued thereunder.

“Collateral” means all the “Collateral” as defined in any Collateral Document and shall include the Mortgaged Properties, if any.

“Collateral Agent” means Royal Bank, in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent appointed in accordance withSection 10.09.

“Collateral and Guarantee Requirement” means, at any time, the requirement that:

(a) the Collateral Agent shall have received each Collateral Document required to be delivered on the Closing Date pursuant toSection 4.01(a)(iii) or pursuant toSection 6.11 orSection 6.13 at such time, duly executed by each Loan Party thereto;

(b) all Obligations (i) shall have been unconditionally guaranteed (the “Guarantees”) by Holdings (but not the Borrower), each Wholly-owned Subsidiary (other than an Excluded Subsidiary, a Foreign Subsidiary or any Subsidiary that is directly or indirectly owned by a Foreign Subsidiary) including, as of the Closing Date, those that are listed onSchedule 1 hereto and (ii) may, at the Borrower’s option in its sole discretion, be unconditionally guaranteed by any Joint Venture Subsidiary that executes and delivers a Guaranty in favor of the Collateral Agent for the benefit of the Lenders (it being understood and agreed that no Joint Venture Subsidiary shall be required to guarantee the Obligations) (each Subsidiary providing a Guarantee pursuant to subclauses (i) or (ii) of this clause (b) being hereinafter referred to as a “Guarantor”);

(c) the Obligations and the Guarantees shall have been secured by a first priority security interest in (i) all the Equity Interests of the Borrower (solely after the establishment of Holdings) and any direct or indirect Domestic Subsidiary of the Borrower (other than any Excluded Subsidiary, any Subsidiary that is directly or indirectly owned by a Foreign Subsidiary), and (ii) 66% of the issued and outstanding voting Equity Interests and 100% of the non-voting Equity Interests of each Wholly-owned Subsidiary that is a Foreign Subsidiary and that is directly held by the Borrower or by any Subsidiary of the Borrower (other than another Foreign Subsidiary) and, in each case, the Collateral Agent shall have received all certificates or other instruments (if any) representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank;provided that (A) the pledge of any shares in respect of any Subsidiaries that are not Wholly-owned Subsidiaries shall be limited to the shares actually owned by the applicable pledgor and shall be subject to any limitations or prohibitions arising under the constituent documents, any shareholder or joint venture agreement or applicable Law relating to the grant of security and (B) with respect to any Subsidiary that is not Wholly-owned, the obligation to grant security shall be subject to any limitations or prohibitions arising under the constituent documents, any shareholder or joint venture agreement or applicable Law relating to the grant of security; andprovided,further, that, with respect to the foregoingclause (B), such grantor shall use commercially reasonable efforts to remedy any such limitations or restrictions in the grant of such pledge;

(d) the Obligations and the Guarantees shall have been secured by a first-priority security interest subject to Liens permitted bySection 7.01 in all Indebtedness of the Borrower and each Subsidiary that is owing to any Loan Party and any such Indebtedness with a principal amount in excess of $500,000 owing to a Loan Party by any Joint Venture Subsidiary, to the extent evidenced by a promissory note or instrument, shall have been pledged pursuant to the applicable Collateral Document, and the Collateral Agent shall have received all such promissory

notes or certificated instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank;

(e) except to the extent otherwise provided hereunder or under any Collateral Document, the Obligations and the Guarantees shall have been secured by a perfected first priority security interest subject to Liens permitted bySection 7.01 (other than in the case of mortgages, to the extent such security interest may be perfected by delivering certificated securities and stock powers endorsed in blank, filing Uniform Commercial Code financing statements in the appropriate jurisdictions, delivering appropriate account control agreements in respect of pledged accounts or making any necessary filings with the United States Patent and Trademark Office or United States Copyright Office) in, and mortgages on, substantially all tangible and intangible assets of Holdings, the Borrower and each other Guarantor (including but not limited to accounts receivable, inventory, machinery and equipment, investment property, cash, intellectual property, other general intangibles, owned real property and proceeds of the foregoing but excluding any Excluded Property).

(f) none of the Collateral shall be subject to any Liens other than Liens permitted bySection 7.01; and

(g) The Administrative Agent shall have received the Mortgages with respect to each Material Real Property required to be delivered pursuant toSection 6.11 orSection 6.13 (which, for the avoidance of doubt, shall exclude the Specified Property) at such time as set forth therein (the “Mortgaged Properties”), together with:

	(i)		Evidence that counterparts of the Mortgages with respect to the Mortgaged Properties have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices as necessary to create a valid first and subsisting Lien on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties along with a check in the amount of all filing and recording taxes and fees subject to Liens permitted bySection 7.01;

	(ii)		Fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”) in form and substance, together with such endorsements that are reasonably required by the Administrative Agent and which lenders typically receive in the jurisdiction where the Mortgaged Property is located, issued by title insurers reasonably acceptable to the Administrative Agent and insuring the Mortgages to be valid first and subsisting Liens on the real property described therein, in a customary form in the jurisdiction where the Mortgaged Property is located free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, except as expressly permitted bySection 7.01;

	(iii)		If the Material Property other than any Specified Property is has a fair market value in excess of $2,000,000, upon the Administrative Agent’s request, American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, dated no more than 90 days before the date of delivery of such surveys, certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the real property described in such

surveys is located, showing no material defects except as permitted bySection 7.01 and otherwise acceptable to the Administrative Agent;

	(iv)		Satisfactory evidence of insurance required to be maintained pursuant toSection 6.07, or otherwise required by the terms of the Mortgages, in respect of Mortgaged Properties;

	(v)		Opinions of local counsel for the Loan Parties (i) in states in which the Material Real Properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent and (ii) in states in which the Loan Parties to the Mortgages are organized or formed, with respect to the valid existence, corporate power and authority of such Loan Parties in the granting of the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent; and

	(vi)		Such consents and agreements of other third parties, such estoppel letters and other confirmations, and such other evidence and other actions that, in each case, the Administrative Agent and the Collateral Agent may reasonably deem necessary in order to create valid and subsisting Liens on the property described in the Mortgages has been taken.

The foregoing definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for so long as the Administrative Agent determines in its reasonable discretion that the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

The Administrative Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance and surveys with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.

Notwithstanding anything to the contrary included in this definition, delivery of only the items listed onSchedule 2 hereto shall be a condition precedent to the initial Credit Extension.

“Collateral Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreement, the Mortgages (if any), the Pledge Agreement, collateral assignments, Security Agreement Supplements, Intellectual Property Security Agreement Supplements, security agreements, pledge agreements, account control agreements or other similar agreements delivered to the Collateral Agent and the Lenders pursuant toSection 4.01(a)(iii),Section 6.11 orSection 6.13, the Guaranty and each of the other agreements, instruments or documents that creates or purports to create a Lien or Guarantee in favor of the Collateral Agent for the benefit of the Secured Parties.

“Commitment” means a Term Commitment, a Revolving Credit Commitment or a Letter of Credit Commitment, as the context may require.

“Commitment Fee” has the meaning provided inSection 2.08(a).

“Committed Loan Notice” means a notice of (a) a Term Borrowing, or (b) a Revolving Credit Borrowing, pursuant toSection 2.02(a), which shall be substantially in the form ofExhibit A-1.

“Communications” has the meaning specified inSection 11.02(e).

“Company” has the meaning specified in the Preliminary Statements.

“Compensation Period” has the meaning specified inSection 2.11(c)(ii).

“Compliance Certificate” means a certificate substantially in the form ofExhibit C.

“Confirmation Program” has the meaning specified inSection 5.22.

“Consolidated Adjusted EBITDA” means, for any period, (a) thesum of (without duplication, including for purposes of determining Consolidated Net Income), determined on a consolidated basis for such Person and its Subsidiaries in each case, to the extent deducted in determining Consolidated Net Income for such period:

(i) Consolidated Net Income (or net loss) after deducting the income attributable to share of earnings (positive or negative) derived from non-controlling interests in Joint Venture Subsidiaries,

(ii) Consolidated Interest Expense (including amortization or write-off of debt discount),

(iii) income, franchise and similar taxes and any tax distributions permitted to be made pursuant toSection 7.06(g)(i).

(iv) non-cash unrealized net losses under any permitted Swap Contracts,

(v) Consolidated Depreciation and Amortization Expense,

(vi) start-up losses incurred by new renal dialysis clinics prior to the date that is twelve months following Medicare certification in the aggregate amount not to exceed $1,000,000 per start-up clinic, and in an aggregate amount for all such losses not to exceed 15% of Consolidated Adjusted EBITDA in any Test Period,

(vii) expenses related to the Transaction or, to the extent permitted hereunder, any Investment permitted bySection 7.02, the incurrence of any Indebtedness permitted bySection 7.03 and the issuance of any Equity Interests permitted hereunder (in each case, whether or not consummated) to the extent not capitalized,

(viii) any non-cash expenses or charges incurred in connection with the issuance, exercise, cancellation or appreciation of options and other equity grants in respect of Equity Interests,

(ix) any non-cash expense recognized during such period consisting of amortization of deferred compensation which was so deferred in the ordinary course of business,

(x) to the extent decreasing consolidated net income for such period, any extraordinary items in accordance with GAAP,

(xi) any losses (or minus any gains) realized upon the disposition of assets outside the ordinary course of business to the extent permitted hereunder;

(xii) to the extent actually reimbursed, expenses incurred to the extent covered by indemnification provisions in any agreement in connection with a Permitted Acquisition;

(xiii) any non-cash purchase accounting adjustment and any step-ups with respect to re-valuing assets and liabilities in connection with the Transaction or any Investment permitted underSection 7.02;

(xiv) other expenses of such Person and its Subsidiaries reducing Consolidated Net Income which do not represent a cash item in such period or any future period;

(xv) losses from discontinued operations not to exceed $1,000,000 during any period of four (4) consecutive fiscal quarters; and

(xvi) other non-recurring non-cash charges and non-recurring non-cash losses, in each case, deducted in arriving at Consolidated Net Income;

(b) minus the sum of

(i) non-cash credits included in arriving at such Consolidated Net Income (or net loss),

(ii) non-cash unrealized net gains in respect of permitted Swap Contracts and foreign currency translations,

(ii) any extraordinary gains to the extent included in calculating Consolidated Net Income, and

(iv) cash payments made during such period in respect of any non-cash charges, in each case ofclauses (i),(ii), (iii) and(iv) of thisclause (b), as reasonably acceptable to the Administrative Agent.

There shall be included in determining Consolidated Adjusted EBITDA for any period,ProForma Adjustments for such period, with such adjustments prepared assuming that the transactions giving rise to such adjustments occurred as of the first day of the applicable Test Period, as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent.

For purposes of determining compliance with the financial covenants set forth inSections 7.13,7.14 and7.15, any equity contribution made to the Borrower by the Permitted Holders (including through a capital contribution of such proceeds by Holdings to the Borrower) on or after the first day of any fiscal quarter and prior to the day that is 10 days after the day on which financial statements are required to be delivered for such fiscal quarter (it being understood that each such contribution shall be credited with respect to only one fiscal quarter,provided that such credit shall be effective as to such fiscal quarter for all periods in which such fiscal quarter is included) will, at the request of the Borrower, be deemed to increase, Dollar for Dollar, Consolidated Adjusted EBITDA for such fiscal quarter for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods (any such equity contribution so included in the calculation of Consolidated Adjusted EBITDA, a “Specified Equity Contribution”);provided that (a) in each four fiscal quarter period there shall be a period of at least three fiscal quarters in which no Specified Equity

Contribution is made, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the financial covenants set forth inSections 7.13,7.14 and7.15, (c) the Specified Equity Contribution shall not be taken into account for the purpose of determining the Applicable Rate and determining pro forma compliance with any of the financial covenants set forth inSections 7.13,7.14 and7.15 or for any other purpose, (d) in no period shall any Specified Equity Contribution account for more than 10% of Consolidated Adjusted EBITDA and (e) only two Specified Equity Contributions may be made during the term of the Term Facility and the Revolving Credit Facility.

“Consolidated Cash Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(a) consolidated cash interest expense of such Person and its Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (i) all cash commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (ii) the cash interest component of Capitalized Lease Obligations, and (iii) net cash payments, if any, made (less net payments, if any, received) pursuant to interest rate obligations under any Swap Contracts with respect to Indebtedness and excluding, (1) penalties and interest relating to taxes, (2) any additional cash interest owing pursuant to any registration rights agreement with respect to securities, (3) any expensing of bridge, commitment and other financing fees and (4) solely for the purposes of determining the Interest Coverage Ratio and the Fixed Charge Coverage Ratio, any additional interest owing in respect of the Escrow Proceeds or any “Escrow Proceeds” as defined in the Mezzanine Loan Agreement;less

(b) cash interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense of such Person and its Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated EBITDA” means, for any period, (a) thesum of (without duplication, including for purposes of determining Consolidated Net Income), determined on a consolidated basis for such Person and its Subsidiaries in each case, to the extent deducted in determining Consolidated Net Income for such period:

(i) Consolidated Net Income (or net loss),

(ii) Consolidated Interest Expense (including amortization or write-off of debt discount),

(iii) taxes based on income,

(iv) non-cash unrealized net losses under any permitted Swap Contracts,

(v) Consolidated Depreciation and Amortization Expense,

(vi) [INTENTIONALLY OMITTED],

(vii) expenses related to the Transaction to the extent not capitalized,

(viii) any non-cash expenses or charges incurred in connection with the issuance, exercise, cancellation or appreciation of options and other equity grants in respect of Equity Interests,

(ix) any non-cash expense recognized during such period consisting of amortization of deferred compensation which was so deferred in the ordinary course of business,

(x) to the extent decreasing consolidated net income for such period, any extraordinary items in accordance with GAAP, and

(xi) other non-recurring non-cash charges and non-recurring non-cash losses in respect of unrealized currency translations, in each case, deducted in arriving at Consolidated Net Income;

(b) minus the sum of

(i) non-cash credits included in arriving at such Consolidated Net Income (or net loss),

(ii) non-cash unrealized net gains in respect of permitted Swap Contracts and foreign currency translations,

(iii) any extraordinary gains to the extent included in calculating Consolidated Net Income, and

(iv) cash payments made during such period in respect of any non-cash charges, in each case ofclauses (i),(ii), (iii) and(iv) of thisclause (b), as reasonably acceptable to the Administrative Agent.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(a) consolidated interest expense of such Person and its Subsidiaries for such period, whether paid in cash or in the form of payment-in-kind interest or other non-cash interest expense, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (i) all commissions, discounts, original issue discount and other fees and charges owed with respect to letters of credit or bankers acceptances, (ii) the cash interest component of Capitalized Lease Obligations, and (iii) net payments, if any, made (less net payments, if any, received) pursuant to interest rate obligations under any Swap Contracts with respect to Indebtedness and excluding, (1) penalties and interest relating to taxes, (2) any additional interest expense owing pursuant to any registration rights agreement with respect to securities and (3) any expensing of bridge, commitment and other financing fees;less

(b) interest income for such period.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP, which, for the avoidance of doubt, shall be determined before deductions for net income attributable to non-controlling interests in Joint Venture Subsidiaries;provided,however, that (without duplication):

(a) any after tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the Transaction and severance) shall be excluded;

(b) any after tax effect of gains (or losses) (less all fees and expenses relating thereto) attributable to Dispositions other than in the ordinary course of business to the extent permitted hereunder, shall be excluded;

(c) any after tax effect of income (or loss) from disposal or discontinued operations and any net after tax gains (or losses) on disposal of disposed, abandoned or discontinued operations shall be excluded;

(d) the effects of purchase accounting adjustments in component amounts required or permitted by GAAP, resulting from the application of purchase account in relation to the Transaction or any consummated acquisition permitted underSection 7.02 or the write-off of any amounts thereof, net of taxes, shall be excluded; and

(e) any non-cash compensation expense recorded in connection with the Transaction shall be excluded.

“Consolidated Senior Secured Total Debt” means, as of any date of determination, the aggregate principal amount of Secured Indebtedness of the Borrower and its Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the Escrow Proceeds and the “Escrow Proceeds” as defined in the Mezzanine Loan Agreement, if any, and the effect of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transaction or any Permitted Acquisition) consisting of Secured Indebtedness for borrowed money, obligations in respect of Capitalized Leases and debt obligations evidenced by promissory notes or similar instruments;provided, that, Consolidated Senior Secured Total Debt shall exclude Indebtedness in respect of all letters of credit except (x) to the extent of unreimbursed amounts thereunder and (y) in respect of any the L/C Exposure of any Defaulting Lender to the extent not Cash Collateralized.

“Consolidated Total Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Borrower and its Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the Escrow Proceeds and the “Escrow Proceeds” as defined in the Mezzanine Loan Agreement, if any, and the effect of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transaction or any Permitted Acquisition), consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Leases and debt obligations evidenced by promissory notes or similar instruments;provided, that, Consolidated Total Debt shall exclude Indebtedness in respect of all letters of credit except (x) to the extent of unreimbursed amounts thereunder and (y) in respect of any the L/C Exposure of any Defaulting Lender to the extent not Cash Collateralized.

“Consolidated Working Capital” means, at any date, the excess of (a) the sum of all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the

Borrower and its Subsidiaries at such date over (b) the sum of (i) all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries on such date and (ii) long-term deferred revenue, but excluding, without duplication, (A) the current portion of any Funded Debt, (B) all Indebtedness consisting of Revolving Credit Loans and L/C Obligations to the extent otherwise included therein, (C) the current portion of interest, (D) the current portion of current and deferred income taxes, (E) the current portion of any Capitalized Lease Obligations, (F) deferred revenue arising from cash receipts that are earmarked for specific projects, (G) the current portion of deferred acquisition costs and (H) current accrued costs associated with any restructuring or business optimization (including accrued severance and accrued facility closure costs).

“Continuing Directors” means the directors, managers or equivalent body of Holdings on the Closing Date, if any, as elected or appointed after giving effect to the Acquisition and the other transactions contemplated hereby, and each other director, manager or equivalent body, if, in each case, such other director’s, manager’s or equivalent body’s election, nomination for election or appointment to the board of directors, board of managers or other governing body of Holdings is recommended by a majority of the then Continuing Directors or such other director, manager or equivalent body receives the vote of the Permitted Holders in his or her election by the stockholders, members or partners of Holdings.

“Contract” means a note, bond, mortgage, indenture, deed of trust, license, lease, franchise, Permit, agreement, arrangement, commitment, understanding, bylaw, contract or other instrument or obligation.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning specified in the definition of “Affiliate”.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, 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 any similar foreign, federal or state law for the relief of debtors from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to (a) the Base Rateplus (b) the Applicable Rate applicable to Base Rate Loansplus (c) 2.0% per annum;provided, that, with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

“Defaulting Agent” means an Administrative Agent that is a Defaulting Lender.

“Defaulting Lender” means any Lender that (a) (i) has failed to fund any portion of the Term Loans, Revolving Credit Loans, or participations in L/C Obligations required to be funded by it

hereunder within one (1) Business Day of the date required to be funded by it hereunder, (ii) has notified the Borrower, the Administrative Agent and the L/C Issuer that it does not intend to comply with its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other existing agreements under which it has an obligation to extend credit, (iii) failed, within one (1) Business Day after request by the Administrative Agent, to provide written confirmation that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit, (iv) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, or (v) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding (or whose parent company has been deemed insolvent or has become the subject of a bankruptcy or insolvency proceeding) and (b) solely for purposes ofSection 2.14, (i) any Lender described in the precedingclause (a) and(ii) as determined by the Administrative Agent and L/C Issuer, in their reasonable discretion, any Lender that (A) is in default of its obligations under any other existing credit or loan documentation under which it has a commitment to extend credit or (B) has an imminent prospect of becoming a Defaulting Lender, as determined by the Administrative Agent or L/C Issuer, on a factually supportable basis upon the current market or financial condition of such Lender at the time of such determination.

“Disposed EBITDA” means, with respect to any Sold Entity or Business for any period, historical EBITDA of such Sold Entity or Business as certified by a Responsible Officer of the Borrower, which historical EBITDA shall be calculated in a manner consistent with the definition of Consolidated Adjusted EBITDA herein (but without giving effect to anyProForma Adjustments) and to be based on financial statements for such Sold Entity or Business prepared in accordance with GAAP and subject to the Administrative Agent’s reasonable satisfaction that such Disposed EBITDA is calculated in such manner.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale of Equity Interests owned by such Person and any Sale Leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith;provided that no transaction or series of related transactions shall be considered a “Disposition” for purposes ofSection 2.04(b)(iii) orSection 7.05 unless the Net Cash Proceeds resulting from such transaction shall exceed $250,000 individually and $500,000 per Fiscal Year.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments and all outstanding Letters of Credit), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans;provided that, if such Equity Interests are issued pursuant to a plan for the benefit of employees of Holdings or any of its Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by Holdings or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Dollars” and “$” means lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

“ECF Percentage” has the meaning specified inSection 2.04(b)(i).

“Eligible Assignee” means (i) a Lender, (ii) an Affiliate of a Lender, (iii) an Approved Fund and (iv) any other Person (other than an individual) approved by the Administrative Agent and the L/C Issuer and, unless an Event of Default described inSection 9.01(a),(f) or(g) has occurred and is continuing, the Borrower (which consent shall not be unreasonably withheld or delayed).

“Environmental Laws” means any applicable Federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, writ, judgment, injunction or decree relating to pollution or protection of the environment, health and safety as it relates to any Hazardous Material or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.

“Environmental Action” means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, any Environmental Permit or Hazardous Material or arising from alleged injury or threat to health and safety as it relates to any Hazardous Material or the environment, including, without limitation, (a) by any Governmental Authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any Governmental Authority or third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities) of any Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Contribution” means the contribution by the Permitted Holders to Holdings of an aggregate amount for such cash equity contribution of not less than $25,000,000.

“Equity Interests” means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974 and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with any Loan Party and is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA, but excluding any portfolio companies of the Sponsor.

“ERISA Event” means: (a) a Reportable Event; (b) a Loan Party or ERISA Affiliate has withdrawn from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA); (c) a Loan Party or ERISA Affiliate has ceased operations at one of their facilities (within the meaning of Section 4062(e) of ERISA) and such cessation of operations resulted in or is reasonably expected to result in liability under Section 4063 of ERISA; (d) an event has occurred that has resulted in or is reasonably expected to result in the imposition of Withdrawal Liability on a Loan Party or ERISA Affiliate; (e) a Loan Party or ERISA Affiliate has received notice that a Multiemployer Plan is insolvent or in reorganization (within the meaning of Title IV of ERISA), or is endangered or in critical status (within the meaning of Section 305 of ERISA); (e) a Loan Party or ERISA Affiliate has issued a notice of intent to terminate a Pension Plan; (f) a Loan Party or ERISA Affiliate has adopted a Plan amendment terminating a Pension Plan; (g) a Loan Party or ERISA Affiliate has been notified that the PBGC has commenced proceedings to terminate a Pension Plan or Multiemployer Plan; (g) a trustee has been appointed to administer a Pension Plan or Multiemployer Plan pursuant to Section 4042 of ERISA; (h) a Loan Party or ERISA Affiliate has incurred a liability in excess of the Threshold Amount under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA; (g) a Pension Plan’s enrolled actuary has determined that the Pension Plan is in “at-risk” status (within the meaning of Section 303(i)(4)(A) of ERISA or Section 430(i)(4)(A) of the Code); or (h) the conditions for imposition of a lien under Section 303(k) of ERISA or Section 430(k) of the Code have been met with respect to a Pension Plan.

“Escrow Agreement” means the escrow agreement dated as of the date hereof and executed by the Borrower and the Administrative Agent substantially in the form ofExhibit O or otherwise reasonably acceptable to the bank serving as escrow agent.

“Escrow Proceeds” means the Term Loans in an aggregate principal amount equal to $47,500,000, which shall be held in escrow pursuant to the Escrow Agreement.

“Eurodollar Rate” means, for any Interest Period with respect to any Eurodollar Rate Loan, the highest of:

(a) 1.75% per annum,

(b) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the LIBOR01 screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or

(c) if the rates referenced in the precedingsubsection (b) are not available, the rate per annum determined by the Administrative Agent as the rate of interest (rounded upward to the next 1/100th of 1%) at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made,

continued or converted by the Administrative Agent and with a term equivalent to such Interest Period would be offered by the Administrative Agent’s London Branch to major banks in the offshore Dollar market at their request at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the Eurodollar Rate.

“Event of Default” has the meaning specified inSection 9.01.

“Excess Cash Flow” means, for any period, the excess (if any) of an amount equal to:

(a) thesum, without duplication (including for purposes of determining Consolidated EBITDA), of:

(i) Consolidated EBITDA for such period, and

(ii) decreases in Consolidated Working Capital for such period (other than any such decreases arising from acquisitions or Dispositions by the Borrower or any of its Subsidiaries completed during such period in connection with the application of purchase accounting);less

(b) thesum, without duplication, of:

(i) the aggregate amount of all principal payments of Indebtedness of the Borrower and its Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of repayments of Loans pursuant toSection 2.06 and any prepayment of Loans pursuant toSections 2.04(b) and2.05 to the extent actually made (excluding any repayments of Revolving Credit Loans or other prepayments in respect of any other revolving credit facility except to the extent such revolving credit commitments are permanently reduced in connection with such repayments) to the extent made with cash from operations,

(ii) increases in Consolidated Working Capital for such period,

(iii) cash payments by the Borrower and its Subsidiaries during such period in respect of long term liabilities of the Borrower and its Subsidiaries other than Indebtedness (including such Indebtedness specified inclause (b)(i) above),

(iv) proceeds of any Disposition or Casualty Event to the extent included in Consolidated EBITDA and to the extent the Borrower is in compliance withSection 2.04(b)(iii),

(v) any cash payments from (A) any sellers party to the Acquisition Agreement (or any Affiliate thereof) pursuant to any indemnification provisions set forth in the Acquisition Agreement or (B) any seller (or any Affiliate) thereof or any other Person who has agreed to make indemnification payments thereunder, in respect of any Permitted Acquisition pursuant to any indemnification provisions set forth in the purchase agreement, merger agreement, acquisition agreement or similar agreement in respect of such Permitted Acquisition, in each case, to the extent such proceeds constitute

Consolidated Net Income and are actually applied to remedy the specific event or circumstance giving rise to the claim for indemnification,

(vi) Consolidated Interest Expense for such period,

(vii) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and its Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness,

(viii) cash distributions made in respect of minority equity interests of third parties in any Joint Venture Subsidiary on account of such period,

(ix) the aggregate amount of Capital Expenditures actually made by the Borrower and its Subsidiaries in cash during such period to the extent not financed with Indebtedness permitted under Section 7.03(f) or (o) or equity contributions from non-controlling interests in Joint Venture Subsidiaries;

(x) cash expenses incurred in connection with the Transaction or, to the extent permitted hereunder, any Investment permitted bySection 7.02, the incurrence of any Indebtedness permitted bySection 7.03 and the issuance of any Equity Interests permitted hereunder (in each case, whether or not consummated);

(xi) cash from operations used to consummate any Permitted Acquisition;

(xii) to the extent added to Consolidated Net Income in determining Consolidated EBITDA, the cash proceeds received by the Borrower or any Subsidiary (x) in connection with the exercise of stock options granted to employees, officers or directors of the Borrower or any of its Subsidiaries and (y) from the receipt of any capital contribution from, or the issuance of any Equity Interests (other than Disqualified Equity Interests) to the Permitted Holders;

(xiii) cash payments for federal, state and other income, franchise and similar tax liabilities, including liabilities incurred prior to the Closing Date;

(xiv) cash losses from discontinued operations not to exceed $1,000,000 during any period of four (4) consecutive fiscal quarters; and

(xv) the aggregate amount of Investments made with cash from operations in Joint Venture Subsidiaries pursuant to Section 7.02(n) and Indebtedness of a Joint Venture Subsidiary owed to a Loan Party under Section 7.03(e) in respect of cash received by such Joint Venture Subsidiary, in each case to the extent made or incurred during such period.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exchange Rate” means on any day with respect to any currency other than Dollars, the rate at which such currency may be exchanged into Dollars, as set forth at approximately 12:00 noon on such day on the Reuters Fedspot page for such currency; in the event that such rate does not appear on any Reuters page, the Exchange Rate shall be determined by the Administrative Agent to be the rate quoted by it at the spot rate purchased by it of Dollars with Euros through its principal foreign exchange trading office at approximately 12:00 noon on the date as of which the foreign computation is made.

“Excluded Information” has the meaning set forth inSection 11.07(c)(ii).

“Excluded Property” has the meaning specified in the Security Agreement.

“Excluded Subsidiary” means each of USRC Bryan Road Dialysis, LP, a Texas limited partnership, USRC Bryan Road Dialysis Center, LLC, a Texas limited liability company, USRC Hermann Park Dialysis, LLC, a Texas limited liability company and USRC Katy Dialysis Center, LLC, a Texas limited liability company.

“Excluded Taxes” means, (a) with respect to each Agent and each Lender or Participant, taxes (including any additions to tax, penalties and interest) imposed on its overall net income or net profits (however denominated and any franchise or capital taxes imposed in lieu of or in addition to net income or net profit taxes,) by the jurisdiction (or any political subdivision thereof) under the Laws of which such Agent or such Lender or Participant, as the case may be, is resident or deemed to be resident, is organized, maintains an Applicable Lending Office, or carries on business or is deemed to carry on business (other than a jurisdiction in which such Agent or such Lender or Participant would not have been treated as carrying on business but for its execution or delivery of any Loan Document or its exercise of its rights or performance of its obligations thereunder) to which such payment relates, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction described inclause (a), (c) any withholding tax that is imposed by the United States on amounts payable to a Lender or Participant under the Law in effect at the time such Lender becomes a party to this Agreement (or, in the case of a Participant, on the date such Participant became a Participant hereunder) or is attributable to a Lender’s or Participant’s failure or inability to comply withSection 3.01(f); provided, that, thisclause (c) shall not apply to the extent that in the case of any assignment, participation or transfer, the indemnity payments or additional amounts any Lender (or Participant) receiving the assignment participation or transfer would be entitled to receive (without regard to thisclause (c)) do not exceed the indemnity payment or additional amounts that the person making the assignment, participation or transfer to such Lender (or Participant) would have been entitled to receive in the absence of such assignment, participation or transfer (it being understood and agreed, for the avoidance of doubt, that any withholding tax imposed on a Lender or Participant (i) as a result of a Change in Law occurring after the time such Lender became a party to this Agreement (or designates a new lending office) or such Participant acquires its participation shall not be an Excluded Tax) and (ii) as a result of a change in circumstances (such as a Lender or Participant’s change in its jurisdiction of organization, but not a change in circumstances made at the request of the Borrower), other than a Change in Law, with respect to such Lender or Participant after the time such Lender became a party to this Agreement (or designates a new lending office) or such Participant acquires its participation, shall be considered an Excluded Tax but only to the extent such withholding tax would have been imposed on such Lender or Participant and would have been an Excluded Tax under such circumstances at the time such Lender became a party to this Agreement (or designated a new lending office) or such Participant acquired its participation.

“Existing Indebtedness” means Indebtedness of the Company or the Borrower or any of their respective Subsidiaries outstanding immediately prior to the Closing Date.

“Facility” means the Term Facility or the Revolving Credit Facility, as the context may require.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day;provided, that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so

published on the next succeeding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means the Fee Letter dated April 13, 2010 (or as of such date) between the Borrower and Royal Bank.

“Financial Covenants” means the covenants set forth inSections 7.13 ,7.14 and7.15.

“Fiscal Year” means the fiscal year of the Borrower and its Subsidiaries ending on December 31 of each calendar year.

“Fixed Charge Coverage Ratio” means, for any period, on a consolidated basis, the ratio of (a) Consolidated Adjusted EBITDA for the applicable Test Period, minus unfunded Capital Expenditures and cash tax payments during such Test Period to (b) the sum of (i) Consolidated Cash Interest Expense during such Test Periodplus (ii) scheduled repayments of principal amounts of Indebtedness for such Test Period whether or not actually paid during such Test Period.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Fee” has the meaning specified inSection 2.03(g).

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“Funded Debt” means all Indebtedness of the Borrower and its Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date but that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“GAAP” means generally accepted accounting principles in the United States, 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 hereof to eliminate the effect of any change occurring after the Closing 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 (i) the Borrower and the Administrative Agent shall negotiate in good faith to amend such provision to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders) and (ii) 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.

“Governmental Authority” means any nation or government, any state, provincial, territorial or other political subdivision thereof, any agency, authority, instrumentality, regulatory body,

court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Governmental Authorization” means any authorization, approval, consent, franchise, license, covenant, order, ruling, permit, certification, exemption, notice, declaration or similar right, undertaking or other action of, to or by, or any filing, qualification or registration with, any Governmental Authority.

“Government Reimbursement Program” means any program (a) relating to Medicare, (b) Medicaid, or (c) any other state or federal programs as payor or program administrated by the Centers for Medicare and Medicaid Services or any agent, administrator, intermediary or carrier for any of the foregoing.

“Granting Lender” has the meaning specified inSection 11.07(h).

“Guarantee” has the meaning specified in the definition of “Collateral and Guarantee Requirement”.

“Guarantee Obligations” means, with respect to any Person, any obligation or arrangement of such Person to guarantee or intended to guarantee any Indebtedness or other payment obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, (a) the direct or indirect guarantee, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the Obligation of a primary obligor, (b) the obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement or (c) any Obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, assets, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof. The amount of any Guaranteed Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guaranteed Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Guaranteed Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder), as determined by such Person in good faith.

“Guarantors” has the meaning specified in the definition of “Collateral and Guarantee Requirement.”

“Guaranty” means, collectively, (a) the Guarantee and (b) each other guaranty and guaranty supplement delivered pursuant toSection 6.11.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, mold, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Health Care Laws” means (a) any and all federal, state and local fraud and abuse and self-referral laws, including, without limitation, the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b), the Stark Law, the civil False Claims Act (31 U.S.C. § 3729 et seq.), Sections 1320a-7 and 1320a-7a of Title 42 of the United States Code and the regulations promulgated pursuant to such statutes; (b) the federal Food, Drug & Cosmetic Act (21 U.S.C. §§ 301 et seq.) and the regulations promulgated thereunder; (c) the Health Insurance Portability and Accountability Act of 1996 (Pub. L. No. 104-191) and the regulations promulgated thereunder; (d) Medicare Regulations; (e) the Medicaid Regulations; (f) HIPAA; (g) quality, safety and accreditation standards and requirements applicable to the Loan Parties of applicable state laws and regulations; (h) requirements of Law relating to the ownership or operation of dialysis clinics or end stage renal disease facilities, or assets used in connection therewith; and (i) any and all other applicable Law or regulations connected to the foregoing (a) through (h).

“Hedge Bank” means any Person that is a Lender, a Lead Arranger or an Affiliate of the foregoing at the time it enters into a Secured Hedge Agreement, in its capacity as a party thereto.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder.

“Holdings” means any future direct parent of the Borrower that holds 100% of the Equity Interests of the Borrower,provided that prior to the establishment of such entity, any reference in this Agreement or any other Loan Document to Holdings shall be deemed to be a reference to the Borrower.

“Honor Date” has the meaning specified inSection 2.03(c)(i).

“Indebtedness” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for deferred purchase price of property or services (excluding trade payables incurred in the ordinary course of business that are not overdue by more than 120 days or that are being disputed by Borrower in good faith), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person as lessee under Capitalized Leases, (f) all obligations of such Person under acceptance, letter of credit or similar facilities, (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interests in such Person or any other Person or any warrants, rights or options to acquire such Equity Interests, valued, in the case of redeemable preferred interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (h) all obligations of such Person in respect of Swap Contracts, valued at the Swap Termination Value thereof, (i) all Guarantee Obligations in respect of Indebtedness and Synthetic Debt of such Person, (j) all obligations of such Person in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by such Person in respect of letters of credit, bank guarantees or similar instruments related thereto and (k) all indebtedness and other payment obligations referred to inclauses (a) through(j) above of another Person 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 (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness or other payment obligations.

“Indemnified Liabilities” has the meaning specified inSection 11.05.

“Indemnified Taxes” has the meaning specified inSection 3.01(a).

“Indemnitees” has the meaning specified inSection 11.05.

“Information” has the meaning specified inSection 11.08.

“Intellectual Property” has the meaning specified inSection 5.17.

“Intellectual Property Security Agreement” means, collectively, (a) the Intellectual Property Security Agreement executed by certain Loan Parties in the form ofExhibit H, and (b) each other Intellectual Property Security Agreement Supplement executed and delivered pursuant toSection 6.11.

“Intellectual Property Security Agreement Supplement” has the meaning specified in the Intellectual Property Security Agreement.

“Interest Coverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Adjusted EBITDA of Holdings for such period to (b) Consolidated Cash Interest Expense of Holdings for such Test Period.

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made;provided that, if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made.

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan, as the case may be, is disbursed or converted to or continued as a Eurodollar Rate Loan as applicable, and ending on the date one, two, three or six months (or, if agreed by all the Lenders, nine or 12 months) and such other shorter interest period as may be permitted by the Lenders and the Administrative Agent, in each case as set forth by the Borrower in its Committed Loan Notice;provided, that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

“Investment” means, with respect to any Person, any loan or advance to any other Person, any purchase or other acquisition of any Equity Interests or Indebtedness or the assets comprising a division or business unit or a substantial part or all of the business of any other Person, any capital contribution to any other Person or any other direct or indirect investment in any other Person, including, without limitation, any acquisition by way of a merger or consolidation (or similar transaction) and any arrangement pursuant to which the investor incurs Indebtedness of the types referred to inclause (i) or(j)

of the definition of “Indebtedness” in respect of another Person. For purposes of covenant compliance, the amount of any Investments at any time shall be the amount actually invested (measured at the time made), without adjustment for subsequent changes in the value of such Investments, net of any cash returns of principal or capital thereon (including any dividend, redemption or repurchase of equity that is accounted for, in accordance with GAAP, as a return of principal or capital) in respect of such Investment.

“Investors” means the Sponsors or any of their respective Affiliates.

“Joint Venture Subsidiary” means any Subsidiary that is not a Wholly-owned Subsidiary and any Subsidiary of such Subsidiary that is not a Wholly-owned Subsidiary.

“Laws” means, collectively, all international, foreign, federal, state, provincial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with itsProRata Share.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the applicable Honor Date or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Exposure” means, with respect to any Revolving Credit Lender at any time, itsProRata Share of the L/C Obligation at such time.

“L/C Issuer” means (a) Royal Bank or any of its Subsidiaries or affiliates, and (b) any other Lender (or any of its Subsidiaries or affiliates) that becomes an L/C Issuer in accordance withSection 2.03(i) orSection 11.07(j); in the case of each ofclause (a) or(b) above, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligation” means, as at any date of determination, the aggregate maximum amount then available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts in respect of Letters of Credit, including, without duplication, all L/C Borrowings.

“Lead Arranger” means RBC Capital Markets in its capacity as a Lead Arranger under this Agreement.

“Lender” means any Term Lender or Revolving Credit Lender that may be a party to this Agreement from time to time and, as the context requires, includes an L/C Issuer and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender”.

“Letter of Credit” means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant L/C Issuer.

“Letter of Credit Commitment” means, with respect to any L/C Issuer, the amount set forth opposite such L/C Issuer’s name onSchedule 2.01 hereto under the caption “Letter of Credit Commitment” or, if an L/C Issuer has entered into an Assignment and Assumption, set forth for such L/C Issuer in the Register maintained by the Administrative Agent pursuant toSection 11.07(e) as the L/C Issuers’ “Letter of Credit Commitment” as such amount may be reduced at or prior to such time pursuant toSection 2.05. The total amount of the Letter of Credit Commitment shall not exceed the Letter of Credit Sublimit at any time.

“Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Facility” means the revolving credit facility made available by the L/C Issuer pursuant toSection 2.03.

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $15,000,000 and (b) the aggregate available amount of the Revolving Credit Commitments at such time. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, deemed trust, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to the Borrower underArticle II in the form of a Term Loan or a Revolving Credit Loan.

“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) the Collateral Documents, (d) each Letter of Credit Application and (e) the Fee Letter.

“Loan Parties” means, collectively, Holdings, the Borrower and each other Guarantor.

“Management Stockholders” means the members of management or the board of directors of Holdings.

“Master Agreement” has the meaning specified in the definition of “Swap Contract”.

“Material Adverse Effect” means (a) a material adverse effect on the business, operations, financial condition, performance or properties of the Borrower and its Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document to which any of the Loan Parties is a party or (c) a material adverse effect on the rights and remedies of the Lenders or the Agents under any Loan Document.

“Material Contract” means, with respect to any Person, each contract to which such Person is a party the breach or termination of which could reasonably be expected to have a Material Adverse Effect.

“Material Real Property” means any real property owned by any Loan Party with a fair market value in excess of $500,000 individually.

“Maturity Date” means, with respect to (a) the Term Facility, the sixth anniversary of the Closing Date and (b) the Revolving Credit Facility, the fifth anniversary of the Closing Date; provided that, in each case, if any such day is not a Business Day, the Maturity Date shall be the Business Day immediately preceding such day.

“Medicaid Regulations” means, collectively, (a) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting the medical assistance program established by Title XIX of the Social Security Act (42 U.S.C. §§ 1396etseq.) and any statutes succeeding thereto, (b) all applicable provisions of all federal rules and regulations of all Governmental Authorities promulgated pursuant to or in connection with the statutes described inclause (a) above and orders of Governmental Authorities having the force of law promulgated pursuant to or in connection with the statutes described in clause (a) above, (c) all state statutes for medical assistance enacted in connection with the statutes and provisions described inclauses (a) and(b) above, and (d) all applicable provisions of all rules, regulations of all Governmental Authorities promulgated pursuant to or in connection with the statutes described inclause (c) above and orders of Governmental Authorities having the force of law promulgated pursuant to or in connection with the statutes described in clause (c) above.

“Medicare Regulations” means, collectively, all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. §§ 1395etseq.) and any statutes succeeding thereto; together with all applicable rules and regulations of all Governmental Authorities (including, without limitation, Health and Human Services, its Office of the Inspector General, the Centers for Medicare & Medicaid Services, or any Person succeeding to the functions of any of the foregoing) promulgated pursuant to or in connection with any of the foregoing having the force of law.

“Medicaid” means that government-sponsored entitlement program under Title XIX, P.L. 89-97 of the Social Security Act, which provides federal grants to states for medical assistance based on specific eligibility criteria, as set forth at Section 1396, et seq. of Title 42 of the United States Code.

“Medicare” means that government-sponsored insurance program under Title XVIII, P.L. 89-97, of the Social Security Act, which provides for a health insurance system for eligible elderly and disabled individuals, as set forth at Section 1395, et seq. of Title 42 of the United States Code.

“Merger” has the meaning set forth in the Preliminary Statements.

“Merger Sub” has the meaning set forth in the Preliminary Statements.

“Mezzanine Debt Documents” means the Mezzanine Loan Agreement, the guaranty issued thereunder, the Mezzanine Loan and any related document.

“Mezzanine Facility” means the debt facility under the Mezzanine Loan Agreement and the Mezzanine Loan.

“Mezzanine Loan” the $40,000,000 Senior Subordinated Term Loan due May 24, 2017, incurred by the Borrower pursuant to the Mezzanine Loan Agreement.

“Mezzanine Loan Agreement” means the $40,000,000 Senior Subordinated Term Loan Agreement dated as of the date hereof, among the Borrower, Royal Bank of Canada, as Administrative Agent, and the other parties thereto, as the same may be amended from time to time to the extent permitted under the Loan Documents.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage” means collectively, the deeds of trust, trust deeds and mortgages creating and evidencing a Lien on a Mortgaged Property made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Secured Parties in form and substance reasonably satisfactory to the Collateral Agent, executed and delivered pursuant toSection 4.01(a)(iii) (if applicable),Section 6.11, orSection 6.13.

“Mortgage Policies” has the meaning specified inparagraph (h)(ii) of the definition of “Collateral and Guarantee Requirement”.

“Mortgaged Properties” has the meaning specified inparagraph (h) of the definition of “Collateral and Guarantee Requirement”.

“Multiemployer Plan means a multiemployer plan, as defined inSection 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“Net Cash Proceeds” means:

(a) with respect to the Disposition of any asset by the Borrower or any Subsidiary not permitted underclauses (a),(b),(c),(d),(e),(f),(g),(h),(i),(j) and(k) ofSection 7.05, any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of the Borrower or any Subsidiary) over (ii) the sum of (A) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is required to be repaid (and is timely repaid) in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), (B) the reasonable out-of-pocket fees and expenses actually incurred by the Borrower or such Subsidiary in connection with such Disposition, Casualty Event (including, without limitation, reasonable attorney’s fees, consultant, brokerage and closing costs incurred in connection with such transaction), (C) taxes paid or reasonably estimated to be actually payable or that are actually accrued in connection therewith within the current tax year as a result of any gain recognized in connection therewith, and (D) a reasonable reserve for (i) any purchase price adjustment or (ii) any liabilities associated with such asset or assets and retained by the Borrower or any Subsidiary after such sale or other Disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or any indemnification payments (fixed and contingent) attributable to the seller’s obligations to the purchaser undertaken by the Borrower or any of its Subsidiaries in connection with such sale, lease, transfer or other disposition (but excluding any purchase price adjustment or any indemnity that, by its terms, will not under any circumstances be made prior to the final maturity of all of the Facilities);provided, that, no proceeds of Dispositions of assets

realized in any Fiscal Year shall be deemed to be Net Cash Proceeds hereunder until such proceeds exceed $2,500,000 in the aggregate for such Fiscal Year (and thereafter only net cash proceeds in excess of such amount shall constitute Net Cash Proceeds);

(b) with respect to the incurrence or issuance of any Indebtedness by the Borrower or any Subsidiary not permitted underSection 7.03, the excess, if any, of (i) the sum of the cash received in connection with such incurrence or issuance over (ii) the investment banking fees, underwriting discounts, commissions, security filing registration, filing and similar fees, costs and other out-of-pocket expenses and other customary expenses, incurred by the Borrower or such Subsidiary in connection with such incurrence or issuance; and

(c) with respect to the sale or issuance of any Equity Interests by any Person (including, without limitation, the receipt of any capital contributions), the excess of (i) the sum of the cash and Cash Equivalents received in connection with such sale or issuance over (ii) the underwriting discounts and commissions or similar payments, and other out-of-pocket costs, fees, commissions, premiums and expenses, incurred by such Person in connection with such sale or issuance (including, without limitation, reasonable attorney’s fees, consultant, brokerage and closing costs incurred in connection with such transaction) to the extent such amounts were not deducted in determining the amount referred to inclause (i);provided,however, that Net Cash Proceeds shall not include any funds received (x) in connection with the exercise of stock options granted to employees, officers or directors of the Borrower or any of its Subsidiaries and (y) from the receipt of any capital contribution from or the issuance of any Equity Interests (other than Disqualified Equity Interests) to the Permitted Holders.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP.

“Non-Consenting Lender” has the meaning specified inSection 3.07(d).

“Nonrenewal Notice Date” has the meaning specified inSection 2.03(b)(iii).

“Note” means a Term Note or a Revolving Credit Note as the context may require.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party or other Subsidiary arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any other Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of any of their Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party or any other Subsidiary under any Loan Document and (b) the obligation of any Loan Party or any other Subsidiary to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party or such Subsidiary.

“Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws; (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, declaration, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” has the meaning specified inSection 3.01(b).

“Outstanding Amount” means (a) with respect to the Term Loans and Revolving Credit Loans on any date, the outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans and Revolving Credit Loans (including any refinancing of outstanding Unreimbursed Amounts under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) occurring on such date; and (b) with respect to any L/C Obligations on any date, the outstanding amount thereof on such date after giving effect to any related L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding Unreimbursed Amounts under related Letters of Credit (including any refinancing of outstanding Unreimbursed Amounts under related Letters of Credit or related L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under related Letters of Credit taking effect on such date.

“Participant” has the meaning specified inSection 11.07(e).

“Participant Register” has the meaning specified inSection 11.07(e).

“PBGC” means the Pension Benefit Guaranty Corporation (or any successor thereof).

“Pension Act” means the Pension Protection Act of 2006, as amended.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined inSection 3(2) of ERISA) other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time since January 1, 2003.

“Permit” means any and all permits, licenses, authorizations, certificates, franchises, registrations or other approvals granted by any Governmental Authority.

“Permitted Acquisition” has the meaning specified inSection 7.02(j).

“Permitted Holders” means any of (a) the Investors and (b) the Management Stockholders.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, replacement, renewal or extension of any Indebtedness of such Person;providedthat (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, replaced, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus

other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder or as otherwise permitted pursuant toSection 7.03, (b) such modification, refinancing, refunding, replacement, 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) if the Indebtedness being modified, refinanced, refunded, replacement, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, replaced, renewed or extended, taken as a whole, (d) the terms and conditions (including, if applicable, as to collateral) of any such modified, refinanced, refunded, renewed or extended Indebtedness are not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended, (e) such modification, refinancing, refunding, renewal or extension is incurred by the Person or Persons who are the obligors on the Indebtedness being modified, refinanced, refunded, renewed or extended, and such new or additional obligors as are permitted underSection 7.03(d) or as are or become Loan Parties in accordance withSection 6.11 and with respect to subordinated Indebtedness the obligations of such obligors shall be subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in documentation governing the Indebtedness, taken as a whole, (f) at the time thereof, no Event of Default shall have occurred and be continuing and (g) the interest rate under any such modified, refinanced, refunded, renewed or extended Indebtedness (excluding any upfront or arrangement fees payable to the arrangers or underwriters in respect of such permitted refinancing) shall not be more than 2.00% greater than the interest rate applicable to such Indebtedness being refinanced as in effect immediately prior to any such Permitted Refinancing,provided that, in the case of this clause (g), to the extent the difference between the interest rate of the modified, refinanced, refunded, renewed or extended Indebtedness and the Indebtedness being refinanced exceeds 1.0%, such excess shall be payable-in-kind.

“Permitted Sale Leaseback” means any Sale Leaseback consummated by the Borrower or any of its Subsidiaries after the Closing Date;provided that any such Sale Leaseback not between a Loan Party and another Loan Party shall be consummated for fair value as determined at the time of consummation in good faith by the Borrower or such Subsidiary.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, Borrower, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) other than a Foreign Plan, established by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Platform” has the meaning specified inSection 11.02(c).

“Pledge Agreement” means, collectively, (a) the Pledge Agreement executed by certain Loan Parties substantially in the form ofExhibit F-1 and (b) each Pledge Agreement Supplement executed and delivered pursuant toSection 6.11.

“Pledge Agreement Supplement” has the meaning specified in the Pledge Agreement.

“Prepayment Notice” means a notice of prepayment in respect of any voluntary or mandatory prepayment in substantially the form ofExhibit A-2.

“Prime Rate” means the rate of interest per annum announced by Royal Bank from time to time as its prime commercial lending rate for United States Dollar loans in the United States for such day. The Prime Rate is not necessarily the lowest rate that Royal Bank is charging any corporate customer.

“Pro Forma Adjustment” means, for any Test Period in which the Transaction, a Permitted Acquisition or Disposition of all or substantially all of the Equity Interests in any Subsidiary or any division, product line or facility used for operations has occurred, with respect to Consolidated Adjusted EBITDA, (a) theproforma increase or decrease in Consolidated Adjusted EBITDA associated with Acquired EBITDA or Disposed EBITDA, as the case may be, whichproforma increase or decrease are factually supportable and are expected to have a continuing impact, in each case, as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act, and subject to the Administrative Agent’s reasonable satisfaction that such adjustments comply with the requirements of regulation S-X and (b) additional good faithproforma adjustments (as certified by the chief financial officer or treasurer and reasonably acceptable to the Administrative Agent) arising out of cost savings initiatives attributable to such transaction and additional costs associated with the combination of the operations of such Acquired Entity or Business or Sold Entity or Business with the operations of the Borrower and its Subsidiaries, in each case, being givenproforma effect, including, but not limited to, (v) reductions in medication and supply costs, (w) reduction in personnel expenses, (x) reduction of costs related to administrative functions, (y) reductions of costs related to leased or owned properties and (z) reductions from the consolidation of operations and streamlining of corporate overhead (taking into account, for purposes of determining such compliance, the historical financial statements of the Acquired Entity or Business or Sold Entity or Business and the consolidated financial statements of Holdings and its Subsidiaries, assuming such Permitted Acquisition or Disposition, and all other Permitted Acquisitions or Dispositions that have been consummated during the beginning of such period, and any Indebtedness or other liabilities repaid or incurred in connection therewith had been consummated and incurred or repaid at the beginning of such period (and assuming that such Indebtedness to be incurred bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the interest rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination);provided, that suchProForma Adjustments set forth inclause (a) (other than in respect of increases or decreases in EBITDA attributable to actual Acquired EBITDA or Disposed EBITDA) andclause (b) hereof shall at no time exceed (i) 0% during the first two full fiscal quarters following the Closing Date and (ii) thereafter, 5.0% of total Consolidated Adjusted EBITDA, which amount shall not be in addition to the amounts set forth in the following proviso for the applicable period;provided,further, that, with respect to the Acquisition, (w) up to $9,300,000 of Pro Forma Adjustments shall be permitted to be included for the Test Period ending at the end of the first full fiscal quarter following the Closing Date, (x) up to $6,750,000 of Pro Forma Adjustments shall be permitted to be included for the Test Period ending at the end of the second full fiscal quarter following the Closing Date, (y) $4,500,000 of Pro Forma Adjustments shall be permitted to be included for the Test Period ending at the end of the third full fiscal quarter following the Closing Date and (z) $2,250,000 of Pro Forma Adjustments shall be permitted to be included for the Test Period ending at the end of the fourth full fiscal quarter following the Closing Date.

“Pro Forma Balance Sheet” has the meaning specified inSection 5.06(a)(ii).

“Pro Forma Basis” and “Pro Forma Effect” mean, with respect to compliance with any test hereunder for an applicable period of measurement, that (A) to the extent applicable, theProForma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement (as of the last date in the case of a balance sheet item) in such test: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified

Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in any Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by the Borrower or any of its Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination;provided, that, without limiting the application of theProForma Adjustment pursuant toclause (A) above, the foregoingproforma adjustments may be applied to any such test solely to the extent that such adjustments are consistent with the definition of Consolidated Adjusted EBITDA and give effect to events (including operating expense reductions) that are (as determined by the Borrower in good faith) (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and its Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition ofProForma Adjustment.

“Pro Forma Financial Statements” has the meaning specified inSection 5.06(a)(ii).

“Pro Forma Forecasts” has the meaning specified inSection 5.06(c).

“Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender under the respective applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities at such time;provided, that, if such Commitments have been terminated, then theProRata Share of each Lender shall be determined based on theProRata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Public Lender” has the meaning specified inSection 11.02(h).

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualifying IPO” means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering) or in a firm commitment underwritten offering (or series of related offerings of securities to the public pursuant to a final prospectus) made pursuant to the Securities Act.

“Register” has the meaning specified inSection 11.07(e).

“Registered” means, with respect to Intellectual Property, issued by, registered with, renewed by or the subject of a pending application before any Governmental Authority or Internet domain name registrar.

“Reportable Event” means with respect to any Plan any of the events set forth inSection 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the Total Facility Exposure;provided that the unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by any Defaulting Lender or any Affiliated Lender shall be excluded for purposes of making a determination of Required Lenders.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer, controller, or other similar officer or a Person performing similar functions of a Loan Party and, as to any document delivered on the Closing Date, 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 Interest in the Borrower or any Subsidiary (including joint ventures), or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to the holders of Equity Interests of the Borrower or any Subsidiary (including joint ventures).

“Restricting Information” has the meaning assigned to such term inSection 11.02(i).

“Revolving Credit Borrowing” means a borrowing consisting of Revolving Credit Loans of the Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant toSection 2.01(b).

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to make a Revolving Credit Loan to the Borrower pursuant toSection 2.01(b) in an aggregate principal amount not to exceed the amount set forth opposite such Lenders’ name onSchedule 2.01 hereto under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Revolving Credit Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Revolving Credit Commitments is $40,000,000.

“Revolving Credit Exposure” means, as to each Revolving Credit Lender at any time, the sum of (a) the outstanding principal amount of all Revolving Credit Loans held by such Revolving Credit Lender (or its Applicable Lending Office) and (b) such Revolving Credit Lender’s L/C Exposure.

“Revolving Credit Facility” has the meaning specified in the preliminary statements to this Agreement.

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment or that holds Revolving Credit Loans at such time.

“Revolving Credit Loan” has the meaning specified inSection 2.01(b).

“Revolving Credit Note” means a promissory note of the Borrower payable to any Revolving Credit Lender or its assigns, in substantially the form ofExhibit B-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender.

“Royal Bank” means Royal Bank of Canada in its individual capacity, and any successor corporation thereto by merger, consolidation or otherwise.

“Sale Leaseback” means any transaction or series of related transactions pursuant to which the Borrower or any of its Subsidiaries (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Hedge Agreement” means any Swap Contract permitted underSection 7.03(g) that is entered into by and between any Loan Party or any Subsidiary and any Hedge Bank.

“Secured Indebtedness” of any Person means, without duplication, all Indebtedness of such Person of the type described in clause (k) of the definition of Indebtedness.

“Secured Obligations” has the meaning specified in the Security Agreement.

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Cash Management Banks, the Hedge Banks, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant toSection 10.13(a).

“Securities Act” means the Securities Act of 1933.

“Security Agreement” means, collectively, (a) the Security Agreement executed by certain Loan Parties substantially in the form ofExhibit F-2 and (b) each Security Agreement Supplement executed and delivered pursuant toSection 6.11.

“Security Agreement Supplement” has the meaning specified in the Security Agreement.

“Senior Secured Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Senior Secured Total Debt as of the last day of such Test Period to (b) Consolidated Adjusted EBITDA of the Borrower (after giving effect to anyProForma Adjustments) for such Test Period.

“Sold Entity or Business” means any Person, property, business or asset sold, transferred or otherwise disposed of, closed or classified as discontinued operations by the Borrower or any Subsidiary.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (i) the fair value of the property (for the avoidance of doubt, calculated to include goodwill and other intangibles) of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (ii) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (iii) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (iv) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital; the amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC” has the meaning specified inSection 11.07(h).

“Specified Equity Contribution” has the meaning set forth in the definition of “Consolidated Adjusted EBITDA”.

“Specified Property” means the real property listed onSchedule 1.01(c).

“Specified Transaction” means any Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation that by the terms of this Agreement requires such test to be calculated on a “ProForma Basis” or after giving “ProForma Effect”.

“Sponsors” means each of SV Life Sciences, Thoma Cressey Equity Partners, Salix Ventures and Select Capital Ventures and their respective Affiliates and funds or partnerships managed by any of them or any of their respective Affiliates, but not including, however, any of their portfolio companies.

“Stark Law” means the federal anti-physician self-referral Law commonly known as the “Stark” law (42 U.S.C Section 1395m).

“Subordinated Indebtedness” means subordinated Indebtedness incurred by a Loan Party at any time after the Closing Date,provided that (i) no material terms applicable to such Indebtedness (including covenants and events of default) are materially more restrictive (taken as a whole) to such Loan Party than the terms that are applicable to such Loan Party under the Loan Documents, (ii) such Indebtedness is unsecured and is subordinated in right of payment to the prior payment of all obligations of such Loan Parties under the Loan Documents, (iii) such Indebtedness matures on a date not earlier than six (6) months after the Maturity Date of the Term Loans, and does not include any amortization payments prior to such date, (iv) such Indebtedness accrues interest at a rate determined in good faith by the board of directors of the applicable Loan Party to be a market rate of interest for such Indebtedness at the time of issuance thereof, (v) subject to customary payment blockage notice requirements (where appropriate and with reference to the markets from and in which such Indebtedness is being issued or placed), no amount is payable on account of such Indebtedness (whether on account of principal, interest, fees or otherwise) if a Default or Event of Default has occurred and is continuing, either before or immediately after giving effect to the payment, and (vi) the providers of such Subordinated Indebtedness shall have, to the extent reasonably requested by the Administrative Agent, entered into a subordination agreement with the Administrative Agent in form and substance reasonably acceptable to the Administrative Agent.

“Subordination Provisions” has the meaning set forth inSection 9.01(m).

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Supplemental Administrative Agent” has the meaning specified inSection 10.13(a) and “Supplemental Administrative Agents” shall have the corresponding meaning.

“Surviving Indebtedness” means Indebtedness of the Company or any of its Subsidiaries outstanding immediately before and after giving effect to the initial Credit Extension as specified onSchedule 7.03(c).

“Swap Contract” means (a) any and all interest rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced inclause (a), the amount(s) determined as the mark to market value(s) for such Swap Contracts, as determined by the counterparty to such Swap Contract in accordance with the terms thereof and in accordance with customary methods for calculating mark-to-market values under similar arrangements by the counterparty to such Swap Contract.

“Synthetic Debt” means, with respect to any Person, without duplication of any clause within the definition of “Indebtedness,” all (a) obligations of such Person under any lease that is treated as an operating lease for financial accounting purposes and a financing lease for tax purposes (i.e., a “synthetic lease”), (b) obligations of such Person in respect of transactions entered into by such Person, the proceeds from which would be reflected on the financial statements of such Person in accordance with GAAP as cash flows from financings at the time such transaction was entered into (other than as a result of the issuance of Equity Interests) and (c) obligations of such Person in respect of other transactions entered into by such Person that are not otherwise addressed in the definition of “Indebtedness” or inclause (a) or(b) above that are intended to function primarily as a borrowing of funds (including, without limitation, any minority interest transactions that function primarily as a borrowing).

“Tender Offer” has the meaning set forth in the Preliminary Statements.

“Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the Borrower pursuant toSection 2.01(a) in an aggregate principal amount not to exceed the amount set forth opposite such Lenders’ name onSchedule 2.01 hereto under the caption “Term Commitment” or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable. The initial aggregate amount of the Term Commitments is $132,500,000.

“Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan at such time.

“Term Loan” means a Loan made pursuant toSection 2.01(a).

“Term Facility” has the meaning set forth in the Preliminary Statements.

“Term Note” means a promissory note of the Borrower payable to any Term Lender or its assigns, in substantially the form ofExhibit B-2 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender.

“Test Period” means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Borrower ending on or prior to such date;provided, that, for purposes of determining Consolidated Cash Interest Expense and the Fixed Charge Coverage Ratio for the first full three fiscal quarters ending after the Closing Date, (i) in the case of the first full fiscal quarter ending after the Closing Date, “Test Period” shall refer to Consolidated Cash Interest Expense or the Fixed Charge Coverage Ratio, as the case may be, for such fiscal quartermultiplied by four, (ii) in the case of the second full fiscal quarter ending after the Closing Date, “Test Period” shall refer to Consolidated Cash Interest Expense or the Fixed Charge Coverage Ratio for the two most recently ended fiscal quartersmultiplied by two and (iii) in the case of the third full fiscal quarter ending after the Closing Date, “Test Period” shall refer to Consolidated Cash Interest Expense or the Fixed Charge Coverage Ratio for the three most recently ended fiscal quartersmultiplied by 4/3.

“Threshold Amount” means $2,500,000.

“Total Facility Exposure” means the sum of (a) Total Outstandings (with the aggregate outstanding amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments, and (c) aggregate unused Revolving Credit Commitments.

“Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt as of the last day of such Test Period to (b) Consolidated Adjusted EBITDA of Holdings (after giving effect to anyProForma Adjustments) for such Test Period.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Transaction” means, collectively, (a) the Equity Contribution, (b) the Tender Offer, (c) the Acquisition, (d) the funding of the Term Loans on the Closing Date, (e) closing of the Mezzanine Facility and the issuance of the Mezzanine Loan on the Closing Date, (f) the consummation of any other transactions in connection with the foregoing, and (g) the payment of the fees and expenses incurred in connection with any of the foregoing.

“Transaction Expenses” means any fees or expenses incurred or paid by Holdings or any Subsidiary in connection with the Transaction, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“Unaudited Financial Statements” means the unaudited combined balance sheets and related statements of income and cash flows of the Borrower, for each fiscal quarter ended at least forty-five (45) days before the Closing Date, previously delivered to the Administrative Agent, in each case calculated in accordance with GAAP.

“Uniform Commercial Code” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any security interest in any item or items of Collateral.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified inSection 2.03(c)(i).

“USA PATRIOT Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) 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 (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (ii) the then outstanding principal amount of such Indebtedness.

“Wholly-owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly-owned Subsidiaries of such Person;provided,however, that USRC Lake Plains Inc. shall be deemed to be a non-Wholly-owned Subsidiary unless it remains a Wholly-owned Subsidiary on and after July 31, 2010.

“Withdrawal Liability” means the liability of 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.

Section 1.02Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) a. The words “herein”, “hereto”, “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(i) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(ii) The term “including” is by way of example and not limitation.

(iii) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.

(d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(e) The words “to the Borrower’s knowledge” and words of similar import mean the actual knowledge of a Responsible Officer of the Borrower.

Section 1.03Accounting Terms. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Total Leverage Ratio, the Interest Coverage Ratio and the Fixed Charge Coverage Ratio shall be calculated with respect to such period and such Specified Transaction on aProForma Basis.

(c) Where reference is made to “the Borrower and its Subsidiaries on a consolidated basis”, “Holdings and its Subsidiaries on a consolidated basis” or similar language, such consolidation shall not include any subsidiaries of the Borrower or Holdings other than Subsidiaries.

Section 1.04Rounding. Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.05References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by any Loan Document; and

(b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

Section 1.06Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.07Timing of Payment or Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

Section 1.08Currency Equivalents Generally. Any amount specified in this Agreement (other than inArticle II,Article XI andArticle XII) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount be determined in a manner consistent with the definition of Exchange Rate.

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.01The Loans. (a)The Term Borrowings. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make to the Borrower a single loan in a principal amount equal to such Term Lender’s Term Commitment on the Closing Date. Amounts borrowed under thisSection 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

(b)The Revolving Credit Borrowings. (i) Subject to the terms and conditions set forth herein each Revolving Credit Lender severally agrees to make (or cause its Applicable Lending Office to make) loans (each such loan, a “Revolving Credit Loan”) from time to time, on any Business Day after the Closing Date until the Maturity Date with respect to the Revolving Credit Facility, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment;provided, that, after giving effect to any such Revolving Credit Borrowing, (x) the Outstanding Amounts under the Revolving Credit Facility shall not exceed the Revolving Credit Facility and (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Credit Commitment in effect at such time. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under thisSection 2.01(b)(i), prepay underSection 2.04, and reborrow under thisSection 2.01(b)(i). Dollar Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. Notwithstanding anything to the contrary contained herein, no Revolving Credit Loan in excess of $2,000,000 shall be made on the Closing Date.

Section 2.02Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent of such Borrowing, conversion or continuation of Eurodollar Rate Loans, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 noon (i) three (3) Business Days prior to the requested date of any Borrowing or continuation or conversion of Eurodollar Rate Loans (or any conversion of Base Rate Loans to Eurodollar Rate Loans) and (ii) one (1) Business Day before the requested date of any Borrowing of Base Rate Loans or any continuation or conversion of Eurodollar Rate Loans to Base Rate Loans. Each telephonic notice by the Borrower pursuant to thisSection 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written

Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof. Except as provided inSection 2.03(c), and except with respect to the initial Credit Extension, each Borrowing of, continuation of or conversion to Base Rate Loans, shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify, as applicable, (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing or a conversion or continuation of Term Loans or Revolving Credit Loans from one Type to the other, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice with respect to Term Loans or fails to give a timely request for conversion or continuation pursuant to a Committed Loan Notice, then the applicable Term Loans shall be made as, continued as or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. For the avoidance of doubt, the Borrower and Lenders acknowledge and agree that any conversion or continuation of an existing Loan shall be deemed to be a continuation of that Loan with a converted interest rate methodology and not a new Loan.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of itsProRata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described inSection 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make (or cause its Applicable Lending Office to make) the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth inSection 4.02 (and, if such Borrowing is the initial Credit Extension,Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower;provided, that, if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied,first, to the payment in full of any such L/C Borrowings, andsecond, to the Borrower as provided above.

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan unless the Borrower pays the amount due, if any, underSection 3.05 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurodollar Rate Loans.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.

(e) Anything insubsections (a) to(d) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Loans for the initial Borrowing hereunder or for the first 30 days following the Closing Date (or until such earlier date as shall be specified in its sole discretion by the Administrative Agent in a written notice to the Borrower and the Lenders), (ii) after giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than 5 Interest Periods in the aggregate in effect for Term Borrowings, and (ii) after giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than 5 Interest Periods in effect for all Revolving Credit Borrowings unless otherwise agreed between the Borrower and the Administrative Agent.

(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

Section 2.03Letters of Credit. (a) The Letter of Credit Commitments.

(i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in thisSection 2.03, (x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower (provided that any Letter of Credit may be for the account of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance withSection 2.03(b), and (y) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to thisSection 2.03(a)(i);provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if after giving effect to such L/C Credit Extension, (w) the Outstanding Amount under the Revolving Credit Facility would exceed the Revolving Credit Facility, (x) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, (y) the Outstanding Amount of the L/C Obligations would exceed any L/C Issuer’s Letter of Credit Commitment or (z) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);

(B) subject toSection 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date;

(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date;

(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer; or

(E) the Letter of Credit is to be denominated in a currency other than Dollars.

(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application together with a Committed Loan Notice in respect of such L/C Credit Extension, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 12:00 noon at least three (3) Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case of any drawing thereunder; and (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); and (3) the nature of the proposed amendment.

(ii) Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or such Subsidiary, as the case may be, or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees, to acquire from the relevant L/C Issuer a

risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’sProRata Share times the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”);provided, that, any such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the applicable Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date;provided, that, the relevant L/C Issuer shall not permit any such renewal if (A) the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions ofSection 2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone, followed promptly in writing, or in writing) on or before the day that is five (5) Business Days before the Nonrenewal Notice Date from the Administrative Agent or any Revolving Credit Lender, as applicable, or the Borrower that one or more of the applicable conditions specified inSection 4.02 (a) or(b) is not then satisfied.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)Drawings and Reimbursements; Funding of Participations .. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. On the Business Day on which the Borrower shall have received notice of any payment by an L/C Issuer under a Letter of Credit (or, if the Borrower shall have received such notice later than 12:00 noon on any Business Day, on the immediately following Business Day) (each such date, an “Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing in the currency in which such Letter of Credit was issued. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”) and the amount of such Appropriate Lender’sProRata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified inSection 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth inSection 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to thisSection 2.03(c)(i) may be given by telephone if immediately confirmed in writing;provided, that, the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Revolving Credit Lender (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant toSection 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer at the applicable Administrative Agent’s Office for payments in an amount equal to itsProRata Share of any Unreimbursed Amount in respect of

a Letter of Credit not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions ofSection 2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.

(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth inSection 4.02 cannot be satisfied or for any other reason (including due to failure of a Defaulting Lender to fund itsProRata Share of such Unreimbursed Amount to the extent not reimbursed or Cash Collateralized in accordance withSection 2.14), the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant toSection 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under thisSection 2.03.

(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to thisSection 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’sProRata Share of such amount shall be solely for the account of the relevant L/C Issuer.

(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by thisSection 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing;provided, that, each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to thisSection 2.03(c) is subject to the conditions set forth inSection 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of thisSection 2.03(c) by the time specified inSection 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the Federal Funds Rate. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under thisSection 2.03(c)(vi) shall be conclusive absent manifest error.

(vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with thisSection 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto

by the Administrative Agent), the Administrative Agent will distribute to each Revolving Credit Lender itsProRata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent;provided, that, no such payments shall be distributed in respect of theProRata Share of any Defaulting Lender that did not fund its participation obligations in respect of such Letter of Credit.

(viii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant toSection 2.03(c)(i) is required to be returned under any of the circumstances described inSection 11.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer itsProRata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate.

(d)Obligations Absolute. The obligation of the Borrower to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v) any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Letter of Credit; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party;

provided, that, the foregoing shall not excuse any L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential, punitive or special damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower to the extent such damages are determined by a final non-appealable judgment of a court of competent jurisdiction to have been caused by such L/C Issuer’s gross negligence, willful misconduct or breach in bad faith of any Loan Document when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

(e)Role of L/C Issuers. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit;provided that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described inclauses (i) through(iii) of thisSection 2.03(e);provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower caused by such L/C Issuer’s willful misconduct or gross negligence, such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit or such L/C Issuer’s breach in bad faith of any Loan Document after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit, in each case as determined by a final non-appealable judgment of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(f)Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with itsProRata Share a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement equal to the product of (i) the Applicable Rate for Revolving Credit Loans that are Eurodollar Rate Loans and (ii) the Available Amount of such Letter of Credit;provided that Letter of Credit fees accrued with respect to anyProRata Share of any Letters of Credit during the period prior to the time any Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Administrative Agent so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’sProRata Share of the Letter of Credit fee shall otherwise have been due and payable to such Defaulting Lender prior to such time; and provided, further, that no Letter of Credit fee shall accrue to any Defaulting Lender so long as such Lender shall be a Defaulting Lender. Such letter of credit fees shall be computed on a quarterly basis in arrears and shall be payable on the last Business Day of each March, June, September and December and on the Maturity Date, commencing

with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.

(g)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay to the Administrative Agent, for the account of the L/C Issuer, a fronting fee (a “Fronting Fee”) with respect to each Letter of Credit issued by it equal to the greater of (i) $500 or (ii) 0.25% per annum of the daily Available Amount of under such Letter of Credit. Such fronting fees shall be computed on a quarterly basis in arrears and shall be payable on the last Business Day of each March, June, September and December and on the Maturity Date, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall pay directly to each L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within five (5) Business Days of demand and are nonrefundable.

(h)Conflict with Letter of Credit Application. Notwithstanding anything else to the contrary in any Letter of Credit Application, in the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

(i)Addition of an L/C Issuer. A Revolving Credit Lender (or any of its Subsidiaries or affiliates) may become an additional L/C Issuer hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Revolving Credit Lender. The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer.

Section 2.04Prepayments. (a)Optional Prepayments. The Borrower may, upon delivery of a Prepayment Notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans, and Revolving Credit Loans in whole or in part; provided that (1) such notice must be received by the Administrative Agent not later than 12:00 noon (New York, New York time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof; (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant toSection 3.05. Each prepayment of the Loans pursuant to thisSection 2.04(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans underSection 2.06 in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment underSection 2.04(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

(b)Mandatory Prepayments. (i) As promptly as reasonably practicable, but in any event within five (5) Business Days after financial statements have been delivered pursuant toSection 6.01(a) and the related Compliance Certificate has been delivered pursuant toSection 6.02(a) commencing with the Fiscal Year ending December 31, 2011, the Borrower shall cause to be prepaid an aggregate principal amount of Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the Fiscal Year covered by such financial statements (commencing with the first full Fiscal Year ending after the Closing Date)minus (B) the sum of (1) all voluntary prepayments of Term Loans during such Fiscal Year (2) all voluntary prepayments of Revolving Credit Loans during such Fiscal Year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, and (3) all mandatory prepayment of the Term Loans pursuant to clause (iv) of this Section 2.04(b); provided that the ECF percentage shall be reduced to 25% in the event the Total Leverage Ratio is less than 3.50:1.00 but not less than 2.50:1.00, and shall be reduced to 0% in the event the Total Leverage Ratio is less than 2.50:1.00.

(ii) As promptly as practicable, but in any event within five (5) Business Days after issuance thereof, the Borrower shall cause to be prepaid an aggregate principal amount of Loans equal to 50% of Net Cash Proceeds from the issuance of any capital contribution to, or the issuance of any Equity Interests (other than Disqualified Equity Interests) of, the Borrower, if any;provided that such percentage shall be reduced to 0% in the event the Total Leverage Ratio is less than 3.50:1.00.

(iii) Subject toSection 2.04(b)(iii)(B), if (x) the Borrower or any Subsidiary Disposes of any property, or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Subsidiary of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided, that, no such prepayment shall be required pursuant to thisSection 2.04(b)(iii) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance withSection 2.04(b)(iii)(A) (which notice may only be provided if no Event of Default has occurred and is then continuing).

(A) With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within twelve (12) months following receipt of such Net Cash Proceeds; provided that (i) so long as an Event of Default shall have occurred and be continuing, the Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Event of Default is continuing) and (ii) if any Net Cash Proceeds are not so reinvested by the deadline specified above or if any such Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to the Asset Percentage of any such Net Cash Proceeds shall be applied to the prepayment of the Term Loans as set forth in thisSection 2.04.

(B) On each occasion that the Borrower must make a prepayment of the Loans pursuant to thisSection 2.04(b)(iii), the Borrower shall, as promptly as reasonably practicable, but in any event within five Business Days after the date of realization or receipt of such Net Cash Proceeds (or, in the case of prepayments required pursuant toSection 2.04(b)(iii)(A), as promptly as reasonably practicable, but in any event within five (5) Business Days after the deadline specified therein, or of the date the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested, as the case may be), make a prepayment, of the principal amount of Term Loans in an amount equal to the Asset Percentage of such Net Cash Proceeds realized or received.

(iv) If the Borrower or any Subsidiary incurs or issues any (A) Indebtedness not expressly permitted to be incurred or issued pursuant toSection 7.03 or (B) Disqualified Equity Interests, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom as promptly as reasonably practicable, but in any event, prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds.

(v) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Borrowings comprising part of the same Borrowings and the L/C Advances and Cash Collateralize amounts under Letters of Credit in an amount equal to the amount by which (A) the sum of the aggregate principal amount of (x) Revolving Credit Borrowings and (y) L/C Advances plus the aggregate Available Amount of any Letter of Credit then outstanding exceeds (B) the Revolving Credit Facility on such Business Day.

(vi) The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the Cash Collateral Account, an amount sufficient to cause the aggregate amount on deposit in the Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Sublimit on such Business Day.

(vii) (A) Each prepayment of Loans pursuant toclauses (i),(ii), (iii) and(iv) of thisSection 2.04(b) shall be appliedfirst, with respect to the Term Loans and to the installments thereof in direct order of maturity for the next 12 months and thereafter ratably to the remaining installments thereof andsecond, to prepay any outstanding Revolving Credit Loans (without any reduction of commitments); and (B) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares subject toclause (v) of thisSection 2.04(b).

(viii) Prepayments of the Revolving Credit Facility made pursuant toclauses (v) and(vi) of thisSection 2.04(b) shall be appliedfirst to prepay to L/C Credit Extensions then outstanding until such advances are paid in full,second, applied to prepay Revolving Credit Loans then outstanding comprising part of the same Borrowings until such Loans are paid in full andthird, to Cash Collateralize 102% of the Available Amount of Letters of Credit then outstanding;provided, that, the remaining amount (if any) after the prepayment in full of the Loans and extensions of credit then outstanding and the 102% Cash Collateralization of the of the aggregate Available Amount of Letters of Credit then outstanding may be retained by the Borrower. Upon the drawing of any Letter of Credit for which funds are on deposit in the Cash Collateral Account, such funds shall be applied to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable. Each such prepayment shall be paid to the Revolving Credit Lenders in accordance with their respective Pro Rata Shares.

(ix) In the event that the Merger does not occur prior to or on the date that is 90 days after the Closing Date, the Borrower shall cause, within three Business Day after such date, to be prepaid an aggregate principal amount of the outstanding Term Loans equal to 100% of the Escrow Proceeds. Prepayment of Loans pursuant to thisclause (ix) shall be appliedfirst, with respect to the Term Loans ratably based on the then aggregate outstanding principal amounts thereof in direct order of maturity for the next succeeding twelve (12) months and,second, ratably to any remaining installments pro rata in direct order of maturity.

(c)Interest, Funding Losses. All prepayments under thisSection 2.04 shall be accompanied by all accrued interest thereon, together with, in the case of any such prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Rate Loan pursuant toSection 3.05. If any payment of Eurodollar Rate Loans otherwise required to be prepaid under thisSection 2.04(c) would be made on a day other than the last day of the applicable Interest Period therefor, the Borrower may direct the Administrative Agent to (and if so directed, the Administrative Agent shall) deposit such payment in a deposit account pledged as Collateral until the last day of the applicable Interest Period at which time the Administrative Agent shall apply the amount of such payment to the prepayment of such Borrowings;provided,however, that such Loans shall continue to bear interest as set forth inSection 2.07 until the last day of the applicable Interest Period thereunder.

Section 2.05Termination or Reduction of Commitments. (a)Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess.

(b)Mandatory. (i) The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the making of such Term Lender’s Term Loans pursuant toSection 2.01(a). The Revolving Credit Commitments shall terminate on the applicable Maturity Date.

(ii) The Letter of Credit Facility shall be permanently reduced from time to time on the date of each reduction in the Revolving Credit Facility by the amount, if any, by which the amount of the Letter of Credit Facility exceeds the Revolving Credit Facility after giving effect to such reduction of the Revolving Credit Facility.

(c)Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit or the unused Commitments of any Class under thisSection 2.05. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided inSection 3.07). All Commitment Fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination.

Section 2.06Repayment of Loans. (a)Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders (i) on the last Business Day of each March, June, September and December, an amount equal to 0.25% of the aggregate principal amount of the Term Loans as of the Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance withSection 2.04 solely to the extent of any such amounts applied to the prepayment of the Term Loans) and (ii) on the Maturity Date, the aggregate principal amount of all Term Loans outstanding on such date.

(b)Revolving Credit Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for the Revolving Credit Facility the aggregate principal amount of all of its Revolving Credit Loans outstanding on such date.

Section 2.07Interest. (a) Subject to the provisions ofSection 2.07(b), (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period, as the case may be,plus the Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.

(b) The Borrower shall pay interest on past due amounts hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws upon and during the continuance of an Event of Default pursuant toSections 9.01(a),(f) or(g).

Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

Section 2.08Fees. In addition to certain fees described inSection 2.03(f) and(g):

(a)Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each (i) Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (the “Commitment Fee”) equal to the Applicable Rate per annum on the average daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided that the Commitment Fee accrued with respect to anyProRata share of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that the Commitment Fee shall not accrue on anyProRata Share of any Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be payable quarterly in arrears on the last Business Day of each March, June, September and December and on the Maturity Date.

(b) The Borrower shall pay to the Administrative Agent for the account of each Term Lender in accordance with its Pro Rata Share, an upfront fee in respect of the Term Commitments equal to a percentage of the aggregate amount of the Term Commitments as agreed with the Lead Arranger, which shall be payable in full on the Closing Date.

(c) The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, an upfront fee in respect of the Revolving Credit Facility equal to a percentage of the aggregate amount of the Revolving Facility as agreed with the Lead Arranger, which fee shall be payable in full on the Closing Date.

(d)Other Fees. The Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent).

Section 2.09Computation of Interest and Fees. All computations of interest for Base Rate Loans shall be made on the basis of a year of three hundred and sixty-five (365) days or three hundred and sixty-six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid; provided, that, any such Loan that is repaid on the same day on which it is made shall, subject toSection 2.11(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Section 2.10Evidence of Indebtedness. (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, as agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall beprimafacie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to inSection 2.10(c), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(c) Entries made in good faith by the Administrative Agent in the Register pursuant toSection 2.10(a) and(b), and by each Lender in its account or accounts pursuant toSection 2.10(a) and(b), shall beprimafacie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.

Section 2.11Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office and in immediately available funds not later than 3:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Applicable Lending Office. All payments received by the Administrative Agent after 3:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:

(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate; and

(ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, then in the event the Administrative Agent has funded a Loan in advance of receipt of funds from a Defaulting Lender or otherwise made a payment to the Borrower on behalf of such Defaulting Lender, the Administrative Agent may make a demand therefor upon the Borrower and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under thisSection 2.11(c) shall be conclusive, absent manifest error.

(d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of thisArticle II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth inArticle IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and neither the Administrative Agent nor any Lender shall be responsible for the failure of any other Lender to make its Loan or purchase its participation.

(f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(g) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth inSection 9.03. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

Section 2.12Defaulting Lenders. Notwithstanding any other provision in this Agreement to the contrary, if at any time a Lender becomes a Defaulting Lender, then the following provisions shall apply so long as any Lender is a Defaulting Lender:

(a) If any L/C Obligation is outstanding at any time a Lender is a Defaulting Lender, upon one (1) Business Day’s notice by the applicable L/C Issuer, the Borrower shall Cash Collateralize the amount of such Defaulting Lender’s L/C Exposure in accordance withSection 2.14; and

(b) The relevant L/C Issuer shall not be required to issue, amend, extend or renew any Letter of Credit unless, in each case, the relevant L/C Issuer is satisfied that the Borrower has Cash Collateralized such L/C Exposure of such Defaulting Lender, in accordance withSection 2.14.

Section 2.13Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such sub-participations in the participations in L/C Obligations held by them, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be,prorata with each of them; provided that, if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described inSection 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject toSection 11.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under thisSection 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a

participation pursuant to thisSection 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Section 2.14Cash Collateral. (a) (i) If any Event of Default occurs and is continuing and the Administrative Agent or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant toSection 9.02(c) or (ii) an Event of Default set forth underSection 9.01(f) or(g) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such Event of Default) and shall do so not later than 3:00 p.m. on the Business Day immediately following the date that the Borrower receives such notice.

(b) At any time a Lender becomes a Defaulting Lender and the Administrative Agent or L/C Issuer requires the Borrower to Cash Collateralize the L/C Exposure of any Defaulting Lender pursuant toSection 2.12, the Borrower shall Cash Collateralize the amount of the L/C Exposure of such Defaulting Lender by 3:00 p.m. on the on Business Day immediately following the day that the Borrower receives notice by the Administrative Agent or L/C Issuer

(c) If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the Cash Collateral Account) as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations plus costs incidental thereto collectively not to exceed 102% of the Outstanding Amount of such L/C Obligations and so long as no other Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. If such Event of Default is cured or waived and no other Event of Default is then occurring and continuing or, if the Administrative Agent determines that a Defaulting Lender is no longer a Defaulting Lender, the appropriate amount of any Cash Collateral shall be refunded to the Borrower.

For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Revolving Credit Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Revolving Credit Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked accounts at Royal Bank (the “Cash Collateral Account”).

ARTICLE III

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

Section 3.01Taxes. (a) Except as provided in thisSection 3.01, any and all payments by the Borrower (the term Borrower under thisArticle III being deemed to include any Subsidiary for whose account a Letter of Credit is issued) or any Guarantor to or for the account of any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities (including additions to tax, penalties and interest) with respect thereto, excluding the Excluded Taxes (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Indemnified Taxes”). If the Borrower or any Guarantor shall be required by any Laws to deduct any Indemnified Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under thisSection 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or Guarantor shall make such deductions, (iii) the Borrower or Guarantor shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as reasonably possible thereafter), the Borrower shall furnish to such Agent or Lender (as the case may be) the original or a facsimile copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other written proof of payment thereof, that is reasonably satisfactory to the Administrative Agent. If the Borrower fails to pay any Indemnified Taxes when due to the appropriate taxing authority or fails to remit to any Agent or any Lender the required receipts or other required documentary evidence, the Borrower shall indemnify such Agent and such Lender for any Indemnified Taxes that may become payable by such Agent or such Lender arising out of such failure.

(b) In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or mortgage recording taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (all such non-excluded taxes described in thisSection 3.01(b) being hereinafter referred to as “Other Taxes”).

(c) The Borrower agrees to indemnify each Agent and each Lender for (i) the full amount of Indemnified Taxes and Other Taxes (including any Indemnified Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable and paid under thisSection 3.01) payable by such Agent and such Lender and (ii) any reasonable expenses arising therefrom or with respect thereto, in each case whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Such Agent or Lender, as the case may be, will, at the Borrower’s request, provide the Borrower with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts, and shall include reasonable supporting documentation, as the case may be. Payment under thisSection 3.01(c) shall be made within thirty (30) days after the date such Lender or such Agent makes a demand therefor. For the avoidance of doubt, the Borrower shall not be required to indemnify any Lender or Agent under thisSection 3.01(c) with respect to any Indemnified Taxes that have been compensated for by the payment of any additional amounts pursuant toSection 3.01(a) or Other Taxes pursuant toSection 3.01(b).

(d) If any Lender or Agent determines, in its reasonable discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the Borrower pursuant to thisSection 3.01, it shall remit such refund as soon as practicable after it is determined that such refund pertains to Indemnified Taxes or Other Taxes (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under thisSection 3.01 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund plus any interest included in such refund by the relevant Governmental Authority) to the Borrower, net of all reasonable out-of-pocket expenses of the Lender or Agent, as the case may be and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Lender or Agent, as the case may be, agrees promptly to return such refund (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such party in the event such party is required to repay such refund to the relevant Governmental Authority. Such Lender or Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender or Agent may delete any information therein that such Lender or Agent deems confidential). Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or to make available its tax returns or disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.

(e) Each Lender agrees that, upon the occurrence of any event giving rise to the operation ofSection 3.01(a) or(c) with respect to such Lender it will, if requested by the Borrower, use commercially reasonable efforts (subject to legal and regulatory restrictions) to designate another Applicable Lending Office for any Loan or Letter of Credit affected by such event;provided that (i) such designation would eliminate or reduce amounts payable pursuant toSection 3.01(a) or(c), as the case may be, and (ii) such efforts are made on terms that, in the judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no economic, legal or regulatory disadvantage; and provided, further, that nothing in thisSection 3.01(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant toSection 3.01(a) or(c). The Borrower agrees to pay all reasonable costs and expenses incurred by any Lender or Agent in connection with any such designation.

(f) Each Lender organized under the laws of a jurisdiction outside the United States shall, on or prior to the date it becomes a party to this Agreement, and from time to time thereafter at such times prescribed by applicable Law or as reasonably requested in writing by the Borrower or the Administrative Agent (but only so long thereafter as the Lender remains lawfully able to do so), provide each of the Borrower and the Administrative Agent with two properly completed and executed original Internal Revenue Service Forms W-8BEN, W-8ECI, W-IMY (together with any required attachments, if any), as appropriate, or any successor or other form prescribed by the Internal Revenue Service certifying that such Lender is exempt from or entitled to a reduced rate of U.S. withholding tax on payments pursuant to this Agreement or any other Loan Document. In the case of a Lender that is claiming the “portfolio interest” exemption, such Lender shall also provide (at the same time the appropriate Internal Revenue Service form is due as set forth in the immediately preceding sentence) to the Borrower and the Administrative Agent two duly completed certificates in which such Lender certifies that it is not (i) a “bank” as defined inSection 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder (within the meaning ofSection 871(h)(3)(B) of the Code) of the Borrower or (iii) a controlled foreign corporation related to the Borrower (within the meaning ofSection 864(d)(4) of the Code). If any Lender is a “United States person” within the meaning ofSection 7701(a)(3) of the Code, such Lender shall, on or prior to the date of its execution and delivery of this Agreement, and from time to time thereafter as reasonably requested in writing by the Borrower or the Administrative Agent (but only so long thereafter at such times

prescribed by applicable Law or as the Lender remains lawfully able to do so), provide to each the Borrower and the Administrative Agent with two properly completed and executed original Internal Revenue Service W-9 Forms or any successor form prescribed by the Internal Revenue Service certifying that such Lender is exempt from or not subject to U.S. backup withholding tax. Notwithstanding any other provision of thisSection 3.01, a Lender shall not be required to deliver any form pursuant to thisSection 3.01(f) that such Lender is not legally able to deliver.

Section 3.02Illegality. (a) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority that is a court, statutory board or commission has asserted that it is unlawful, for any Lender or its Applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, in respect of Eurodollar Rate Loans, (A) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist, (B) upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay in the case of Eurodollar Rate Loans, such Eurodollar Rate Loans that have become unlawful or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans, (C) upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion underSection 3.05. Each Lender agrees to designate a different Applicable Lending Office if such designation will avoid the need for any such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

(b) If any provision of this Agreement or any of the other Loan Documents would obligate the Borrower to make any payment of interest with respect to any of the Total Facility Exposure or other amount payable to the Administrative Agent or any Lender in an amount or calculated at a rate which would be prohibited by any Law then, notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by any applicable law or so result in a receipt by the Administrative Agent or such Lender of interest with respect to its share of the Total Facility Exposure at a criminal rate, such adjustment to be effected, to the extent necessary, as follows:

(i)first, by reducing the amount or rates of interest required to be paid to the Administrative Agent or the affected Lender underSection 2.07; and

(ii)thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Administrative Agent or the affected Lender which would constitute interest with respect to such Lender’s share of the Total Facility Exposure for purposes of any applicable law.

Section 3.03Inability to Determine Rates. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and the Interest Period of such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be

suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Section 3.04Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any Change in Law or a change in the interpretation of any Law with which such Lender is required to comply, in each case, after the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Loan (other than a Base Rate Loan) or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of thisSection 3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes or Other Taxes covered bySection 3.01, (ii) the imposition of, or any change in the rate of, any taxes imposed on or measured by net income or net profits (including branch profits) and franchise or capital (and similar) taxes imposed in lieu of or in addition to net income or net profits taxes payable by such Lender, or (iii) reserve requirements contemplated bySection 3.04(c)), then from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance withSection 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. At any time when any Eurodollar Rate Loan is affected by the circumstances described in thisSection 3.04(a), the Borrower may either (i) if the affected Eurodollar Rate Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrowers receive any such demand from such Lender or (ii) if the affected Eurodollar Rate Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert such Eurodollar Rate Loan into a Base Rate Loan, subject to the requirements ofSection 3.05 to the extent applicable.

(b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case after the date hereof, would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender to a level below that which such Lender or the corporation controlling such Lender could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunder, then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance withSection 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand.

(c) The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurodollar funds or deposits, additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurodollar Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the

actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.

(d) Subject toSection 3.06(b), failure or delay on the part of any Lender to demand compensation pursuant to thisSection 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation.

(e) If any Lender requests compensation under thisSection 3.04, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan or Letter of Credit affected by such event; provided, that, such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided, further, that nothing in thisSection 3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant toSection 3.04(a),(b), (c) or(d).

Section 3.05Funding Losses. Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, which demand shall set forth in reasonable detail the basis for requesting such amount, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Eurodollar Rate Loan on a day other than the last day of the Interest Period for such Loan; or

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan (other than a Base Rate Loan) on the date or in the amount notified by the Borrower;

including any loss or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

For purposes of calculating amounts payable by the Borrower to the Lenders under thisSection 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market or the European interbank market, respectively, for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

Section 3.06Matters Applicable to All Requests for Compensation. (a) Any Agent or Lender claiming compensation under thisArticle III shall deliver a certificate to the Borrower setting forth a reasonably detailed calculation the additional amount or amounts to be paid to it hereunder, which shall be conclusive absent manifest error. In determining such amount, such Agent or Lender may use any reasonable averaging and attribution methods. With respect to any Lender’s claim for compensation underSection 3.01,Section 3.02,Section 3.03 orSection 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred twenty (120) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided, that, if the circumstance giving rise to such claim is retroactive, then such 120-day period referred to above shall be

extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower underSection 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue Eurodollar Rate Loans from one Interest Period to another, or to convert Base Rate Loans into Eurodollar Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions ofSection 3.06(b) shall be applicable); provided, that, such suspension shall not affect the right of such Lender to receive the compensation so requested.

(b) If the obligation of any Lender to make or continue any Eurodollar Rate Loan from one Interest Period to another, or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended pursuant toSection 3.06(a) hereof (but excludingSection 3.03), such Lender’s Eurodollar Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurodollar Rate Loans (or, in the case of an immediate conversion required bySection 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified inSection 3.02 orSection 3.04 hereof that gave rise to such conversion no longer exist:

(i) to the extent that such Lender’s Eurodollar Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurodollar Rate Loans shall be applied instead to its Base Rate Loans; and

(ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurodollar Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurodollar Rate Loans shall remain as Base Rate Loans.

(c) If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified inSection 3.02 orSection 3.04 hereof that gave rise to the conversion of such Lender’s Eurodollar Rate Loans pursuant to thisSection 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted to Eurodollar Rate Loans, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurodollar Rate Loans and by such Lender are heldprorata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments.

Section 3.07Replacement of Lenders under Certain Circumstances. (a) If at any time (i) any Lender requests reimbursement for amounts owing pursuant toSection 3.01 orSection 3.04 as a result of any condition described in such Sections or any Lender ceases to make Eurodollar Rate Loans as a result of any condition described inSection 3.02 orSection 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, on five (5) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall be obligated to) assign pursuant toSection 11.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement (or, with respect toclause (iii) above, all of its rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, waiver or amendment) to one or more Eligible Assignees; provided, that, neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation underSection 3.04 or payments required to be made pursuant toSection 3.01, such assignment will result in a reduction in such compensation or payments, (B) in the case

of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents and (C) any such assignment shall not be made if it conflicts with applicable Laws. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by the Required Lenders or otherwise, the circumstances entitling the Borrower to require such assignment cease to apply.

(b) Any Lender being replaced pursuant toSection 3.07(a) above shall execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and the Borrower deliver replacement Notes evidencing such Loans as requested by the assignee Lender. Pursuant to such Assignment and Assumption, (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (ii) all obligations of the Borrower owing to the assigning Lender together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Assumption and (iii) upon such payment, if so requested by the assignee Lender, the Borrower shall, upon the receipt by the Borrower of any Notes previously issued to the assigning Lender, deliver to the assignee Lender a Note or Notes executed by the Borrower, (iv) the assignee Lender shall become a Lender hereunder with respect to the interests assigned, in addition to any other interest it may otherwise hold as a Lender under this Agreement, and (v) the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned interest, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender.

(c) Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer, or the depositing of cash collateral into a cash collateral account in an amount equal to 102% of the Available Amount of the Letters of Credit issued by such L/C Issue and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to each such outstanding Letter of Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms ofSection 10.09.

(d) In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms ofSection 11.01 or all the Lenders with respect to a certain Class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender”.

Section 3.08Survival. All of the Borrower’s obligations under thisArticle III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

Section 4.01Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent except as otherwise agreed between the Borrower and the Administrative Agent:

(a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or electronic transmission in .pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:

(i) executed counterparts of this Agreement and the Guaranty by each Loan Party and Lender, as applicable;

(ii) an original Note executed by the Borrower in favor of each Lender that has requested a Note;

(iii) each Collateral Document set forth onSchedule 2 required to be executed on the Closing Date as indicated on such schedule, substantially simultaneously with the initial Credit Extension duly executed by each Loan Party thereto, together with (A) original certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the pledged debt referred to therein endorsed in blank; and (B) evidence that, substantially simultaneously with the closing of the Facilities, all other actions, recordings and filings under the Uniform Commercial Code shall have been taken, completed or otherwise provided in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent;

(iv) such certificates (including a certificate substantially in the form ofExhibit I) of resolutions or other corporate action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;

(v) an opinion from Fulbright & Jaworski L.L.P., New York counsel to the Loan Parties, substantially in the form ofExhibit G,;

(vi) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Closing Date after giving effect to the Transaction, from the Chief Financial Officer or an authorized person performing similar function of the Borrower;

(vii) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that all existing Liens (other than in respect of Surviving Indebtedness or other Liens permitted underSection 7.01) have been terminated and all actions required to terminate and release such Liens have been satisfactorily taken or will be taken substantially simultaneously with the closing of the Transaction;

(viii) good standing certificates or certificates of status, as applicable and bring down certificates, for each Loan Party; and

(ix) an Escrow Agreement, in form and substance reasonably satisfactory to the Administrative Agent.

(b) The Lenders shall have received on or prior to the Closing Date, all documentation and other information reasonably requested by them in writing at least three (3)

Business Days prior to the Closing Date in order to allow the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

(c) All fees and expenses required to be paid hereunder and invoiced prior to the Closing Date shall have been paid in full in cash prior to the Closing Date or, will be paid from proceeds of the initial Credit Extension on the Closing Date.

(d) Prior to or substantially simultaneously with the initial Credit Extension, (i) the Equity Contribution shall have been consummated, (ii) the Tender Offer shall have been consummated and more than 50% of the Equity Interests of the Company shall have been tendered thereunder, and (iii) either (1) the Acquisition shall be consummated in accordance with the terms of the Acquisition Agreement (without any waiver, amendment, supplement or modification of the Acquisition Agreement in a manner that is material and adverse to the Lenders) or (2) the Escrow Proceeds shall have been deposited in the Escrow Account (as defined in the Escrow Agreement).

(e) To the extent Equity Interests other than common Equity Interests were issued in connection with the Equity Contribution, such issuance shall be on terms and conditions, and pursuant to documentation, reasonably satisfactory to the Administrative Agent to the extent material to the interests of the Lenders.

(f) Prior to or substantially simultaneously with the initial Credit Extension, the Borrower shall have issued the Mezzanine Loan in an aggregate principal amount of not less than $40,000,000 and shall have received the net proceeds thereof.

(g) The Administrative Agent shall have received (i) the Audited Financial Statements and the audit report for such financial statements, (ii) theProForma Financial Statements and (iii) theProForma Forecasts.

(h) Substantially simultaneously with the initial Credit Extension, all Existing Indebtedness (other than Surviving Indebtedness specified onSchedule 7.03(c)) shall have been repaid in full, together with all fees and other amounts owing thereon or an amount has been deposited in escrow for the irrevocable and indefeasible prepayment and repayment of such Existing Indebtedness as of the Closing Date.

(i) The Total Leverage Ratio on the Closing Date, after giving effect to the Transactions on a Pro Forma Basis, for the trailing twelve-month period as at the end of the most recently-ended twelve month period for which such information is available shall not be greater than 4.50:1.00.

(j) The Senior Secured Total Leverage Ratio on the Closing Date, after giving effect to the Transactions on a Pro Forma Basis, for the trailing twelve-month period as at the end of the most recently-ended twelve month period for which such information is available shall not be greater than 3.50:1.00.

(k) The Administrative Agent shall be reasonably satisfied that all necessary governmental and third party consents and approvals necessary in connection with the Transaction have been obtained and be effective and all applicable waiting periods in respect thereof shall have expired without any adverse action being taken by any Governmental Authority other than the those which the failure to obtain, individually or in the aggregate, could

not reasonably be expected to have a Closing Date Material Adverse Effect or to result in criminal or civil sanctions against any party thereto and that the Transaction are in compliance with all applicable Laws in all material respects.

(l) Since December 31, 2009, there shall not have occurred a Closing Date Material Adverse Effect and the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying to that effect.

Notwithstanding anything in thisSection 4.01 to the contrary, the items listed onSchedule 6.13(c) shall not be conditions to the initial Credit Extension.

Section 4.02Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type) is subject to the following conditions precedent:

(a) (i) in the case of the initial Credit Extension, (A) the representations and warranties of the Company and its Subsidiaries contained in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of any such representations by the Borrower (determined without regard to whether any notice is required to be delivered by the Borrower) and (B) the representations and warranties of the Borrower inSections 5.01(a),(b) and(c),5.02,5.04,5.09 (subject to the limitations contained in the Collateral and Guarantee Requirement),5.15 and5.18, (and corresponding representations in any other Loan Document) shall be true and correct on and as of the date of such Initial Credit Extension; or (ii) with respect to any other Credit Extension other than the initial Credit Extension, the representations and warranties of the Borrower and each other Loan Party contained inArticle V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension; 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 (after giving effect to any qualification therein) in all respects on such respective dates;

(b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

(c) The Administrative Agent and, if applicable, the relevant L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof together with any additional information as the Administrative Agent, or L/C Issuer may reasonably request.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified inSection 4.02(a) and(b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Agents and the Lenders that:

Section 5.01Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of its Subsidiaries (a) is duly incorporated, organized or formed, and validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction), (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System and Health Care Laws), orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted, except in each case referred to inclause (c), (d) or(e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 5.02Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transaction, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted bySection 7.01), or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any material Law; except with respect to any breach, contravention or violation (but not creation of Liens) referred to inclause (b), to the extent that such breach, contravention or violation could not reasonably be expected to have a Material Adverse Effect.

Section 5.03Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction. The Acquisition is being consummated in accordance with the Acquisition Agreement and, in all material respects, applicable Law.

Section 5.04Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and principles of good faith and fair dealing.

Section 5.05Medicare Participation / Accreditation.

(a) The Loan Parties are, to the extent required by their business as currently conducted, qualified to participate as providers under the Medicare Regulations and Medicaid Regulations and the relevant Loan Parties are entitled to reimbursement under the Medicare program for services rendered to qualified Medicare beneficiaries. The Loan Parties comply in all material respects with the conditions of coverage or participation of those Government Reimbursement Programs in which any of them participates. To the knowledge of the Borrower, except as set forth onSchedule 5.07, there is no pending or threatened proceeding or investigation by any of the Government Reimbursement Programs in which any of the Loan Parties participates with respect to (i) each Loan Party’s qualification or right to participate in any such Government Reimbursement Program, (ii) the compliance or non-compliance by each Loan Party with the terms or provisions of any such Government Reimbursement Program, or (iii) the right of any Loan Party to receive or retain amounts received or due or to become due from any such Government Reimbursement Program, which proceeding or investigation, together with all other such Governmental Reimbursement Program proceedings and investigations, could reasonably be expected to have a Material Adverse Effect.

(b) To the knowledge of the Borrower, no Loan Party nor any of their respective officers or directors has, on behalf of any of the Loan Parties, knowingly and willfully violated any Medicare Regulations or Medicaid Regulations applicable to the Loan Parties in any case in any material respect.

(c) To the actual knowledge of Borrower, there are no Medicare or Medicaid termination proceedings underway with respect to any of the Loan Parties, and no current employee or independent contractor to any of the Loan Parties has been excluded from participating in Medicare or Medicaid or any similar federal programs.

Section 5.06Financial Statements; No Material Adverse Effect. (a) (i) The Audited Financial Statements and Unaudited Financial Statements fairly present in all material respects the financial condition of the Borrower as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except (x) as otherwise disclosed to the Administrative Agent prior to the Closing Date and (y) in the case of the Unaudited Financial Statements, to changes resulting from normal year end audit adjustments and the absence of footnotes.

(ii) The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2009 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12 month period ending on December 31, 2009 (together with theProForma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such periods, as the case may be) to the Transaction and each material acquisition by the Borrower or any of its Subsidiaries consummated after December 31, 2009 and prior to the Closing Date. TheProForma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof in light of the circumstances known as of such date, and present fairly in all material respects on aPro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at December 31, 2009 and their estimated results of operations for the periods covered thereby, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of the periods covered thereby.

(b) Since December 31, 2009, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

(c) The forecasts of consolidated balance sheets, income statements and cash flow statements of the Borrower for each quarter for the two years commencing with the first fiscal quarter of Fiscal Year 2010 and for each Fiscal Year ending after the Closing Date until the sixth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be material (the“Pro Forma Forecasts”).

Section 5.07Litigation. Except as set forth onSchedule 5.07, there is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or threatened before any Governmental Authority or arbitrator that (i) could be reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the Transaction.

Section 5.08Ownership of Property; Liens. (a) Each Loan Party and each of its Subsidiaries is the legal and beneficial owner of the Collateral pledged by it free and clear of any Lien, except for the Liens and security interest created or permitted under the Loan Documents including, any Liens permitted underSection 7.01.

(b) Each Loan Party and each of its Subsidiaries has good and defensible title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted bySection 7.01 and except where the failure to have such title or other interest would not reasonably be expected to have a Material Adverse Effect. Set forth asSchedule 5.08(b)(i) hereto is a complete and accurate list of all real property owned by the Loan Parties and their Subsidiaries as of the Closing Date and set forth onSchedule 5.08(b)(ii) hereto is a complete and accurate list of all leases of Real Property under which the Loan Parties and their Subsidiaries are the lessees as of the Closing Date.

(c) As of the Closing Date, except as set forth onSchedule 5.08(b)(i) none of the Borrower or any of its Subsidiaries owns any Material Real Property.

Section 5.09Perfection of Security Interests. Upon the making of the filings and taking of the other actions set forth onSchedule 5.09, all filings and other actions necessary or desirable to perfect and protect the security interest in the Collateral created under the Collateral Documents have been duly made or taken and are in full force and effect, and the Collateral Documents create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, subject to Liens permitted underSection 7.01, securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken.

Section 5.10Environmental Compliance. Except as could not reasonably be expected to result have a Material Adverse Effect:

(a) Except as otherwise set forth onSchedule 5.10(a), or as could not reasonably be expected to have a Material Adverse Effect, the operations and properties of each Loan Party and

each of its Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, and, to the Borrower’s knowledge, no circumstances exist that would be reasonably likely to (A) form the basis of a material Environmental Action against any Loan Party or any of its Subsidiaries or any of their properties or (B) cause any such property to be subject to any material restrictions on ownership, occupancy, use or transferability under any Environmental Law.

(b) Except as otherwise set forth onSchedule 5.10(b) hereto, or as could not reasonably be expected to have a Material Adverse Effect, none of the properties currently or formerly owned or operated by any Loan Party or any of its Subsidiaries is listed or, to the Borrower’s knowledge, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; there are no and never have been any underground or aboveground storage tanks other than in compliance with applicable Environmental Laws or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or any of its Subsidiaries or, to the best of its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; other than in compliance with applicable Environmental Laws there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and Hazardous Materials have not been released, discharged or disposed of by any Loan Party, any of its Subsidiaries or, to the Borrower’s knowledge, any predecessor on any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries.

(c) Except as otherwise set forth onSchedule 5.10(c) hereto, or as could not reasonably be expected to have a Material Adverse Effect, neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and, to the Borrower’s knowledge, all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Loan Party or any of its Subsidiaries.

(d) Except as set forth inSchedule 5.10(d) or as could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, the Borrower and each of its Subsidiaries has obtained all material Environmental Permits required for ownership and operation of its property and business. Except as set forth inSchedule 5.10(d), as of the Closing Date neither the Borrower nor any of its Subsidiaries has received any written notification pursuant to any applicable Environmental Law or otherwise has knowledge that (A) any material work, repairs, construction or Capital Expenditures are required to be made in order to be in or continue to be in compliance with any applicable Environmental Laws or any material Environmental Permit or (B) any Environmental Permit is about to be reviewed, made subject to new limitations or conditions, revoked, withdrawn or terminated.

(e) Except as set forth inSchedule 5.10(e), or as could not reasonably be expected to have a Material Adverse Effect, no Loan Party nor any other Subsidiary has contractually assumed any liability or obligation under or relating to any applicable Environmental Law.

Section 5.11Taxes. (a) Holdings, the Borrower and each Subsidiary have timely filed (taking into account any extensions) all material federal, provincial, state, municipal, foreign and other tax returns and reports required to be filed, and have timely paid all material federal, provincial, state, municipal, foreign and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.

(b) As of the Closing Date, to the knowledge of the Borrower, there are no (i) claims being asserted in writing with respect to any taxes, (ii) presently effective waivers of statutes in writing with respect to any taxes, and (iii) no tax returns are being examined by, and no written notification of intention to examine has been received from, the Internal Revenue Service or any other taxing authority, in each case, with respect to Holdings, the Company, the Borrower and its Subsidiaries.

(c) Neither the Borrower nor any of its Subsidiaries is a party with any Person other than the Borrower or any of its Subsidiaries to any tax sharing or similar agreement (other than a business acquisition agreement in which an allocation of taxes in connection with such agreement would not reasonably be expected to have a Material Adverse Effect).

Section 5.12Compliance with ERISA. (a) Except as set forth inSchedule 5.12(a) or as could not reasonably be expected to result in a material liability to a Loan Party or any of its ERISA Affiliates, each Plan is maintained and administered in compliance with the applicable provisions of ERISA, the Code and other federal or state Laws.

(b) (i) No ERISA Event has occurred within the six year period ending on the date hereof and no ERISA Event is reasonably expected to occur; (ii) no Loan Party or any of its ERISA Affiliates has incurred, or reasonably expects to incur, any liability under Section 4201 or 4243 of ERISA; and (iii) no Loan Party or any of its ERISA Affiliates has, during the six year period ending on the date hereof, engaged in a transaction the principal purpose of which was to evade liability under Subtitle C or Part 1 of Subtitle E of Title IV of ERISA.

Section 5.13Labor Matters. There are no strikes pending or threatened against the Borrower or any of its Subsidiaries that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The hours worked and payments made to employees of the Borrower and its Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other applicable law dealing with such matters. All material payments due from the Borrower or any of its Subsidiaries or for which any claim may be made against the Borrower or any Subsidiary, 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 the Borrower or such Subsidiary to the extent required by GAAP. The consummation of the Transactions will not give rise to a right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which the Borrower or any of its Subsidiaries (or any predecessor) is bound, other than collective bargaining agreements that, individually or in the aggregate, are not material to the Borrower and its Subsidiaries.

Section 5.14Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed inSchedule 5.14, and all of the outstanding Equity Interests in the Borrower and the Subsidiaries have been validly issued, are fully paid and non-assessable. As of the Closing Date,Schedule 5.14 sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of the Borrower and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such

ownership and (c) identifies each Person the Equity Interests of which are required to be pledged pursuant to the Collateral and Guarantee Requirement.

Section 5.15Margin Regulations; Investment Company Act; USA PATRIOT Act. (a) No Loan Party is engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for any purpose that violates Regulation U.

(b) None of the Borrower, any Person Controlling the Borrower or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

(c) Neither the Borrower nor any of its Subsidiaries is in violation of any laws relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing, effective September 23, 2001 and the USA PATRIOT Act and the use of the proceeds of the Loans and the Letters of Credit will not violate the Trading with the Enemy Act, as amended or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R. Subtitle B, Chapter V) or any enabling legislation or executive order relating thereto.

Section 5.16Disclosure. No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains when furnished 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 andproforma financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections are not to be viewed as facts, that such projections may vary from actual results and that such variances may be material.

Section 5.17Intellectual Property. Set forth onSchedule 5.17 is a complete and accurate list of all Registered patents, trademarks, service marks, domain names and copyrights, owned by each Loan Party or any of its Subsidiaries as of the Closing Date, showing as of the date hereof the jurisdiction in which each such item of Registered Intellectual Property is registered and the registration number. Each of the Loan Parties and the other Subsidiaries own or have the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, know-how and other intellectual property recognized under applicable Law (collectively, “Intellectual Property”) that are material to the operation of their respective businesses as currently conducted and to the knowledge of each Loan Party, no such Intellectual Property is infringing upon any Intellectual Property rights held by any other Person except to the extent as could not reasonably be expected to have a Material Adverse Effect.

Section 5.18Solvency. As of the Closing Date, the Borrower and its Subsidiaries are, on a consolidated basis, Solvent.

Section 5.19No Default. No Default has occurred and is continuing or would result from any Borrowing or Credit Extension under this Agreement or from the application of the proceeds therefrom.

Section 5.20Status of Facilities as Senior Indebtedness. The Obligations under the Facilities constitute senior Indebtedness senior to any other outstanding Indebtedness of the Borrower and its Subsidiaries and constitutes “designated senior indebtedness” under the Mezzanine Debt Documents.

Section 5.21Use of Proceeds. The Borrower will use the proceeds of the Revolving Credit Loans, and may request the issuance of Letters of Credit, solely for working capital, general corporate purposes and, to the extent permitted underSection 7.02(j), Permitted Acquisitions;provided that the Borrower may use up to $2,000,000 of Revolving Credit Loans made on the Closing Date to pay Transaction Expenses. The Borrower will use the proceeds of the Term Loans solely to consummate the Acquisition and the Transactions.

Section 5.22Compliance Program. The Borrower currently maintains in respect of the operations of the Borrower and each Loan Party a compliance program designed to promote compliance with applicable Health Care Laws to improve the quality and performance of operations, and to detect, prevent, and address violations of legal or ethical standards applicable to the operations of its business (the “Compliance Program”). The Compliance Program incorporates applicable material guidelines issued by the U.S. Department of Health and Human Services and other federal and state agencies. The Borrower has conducted its operations in accordance with all material requirements of its Compliance Program. The Borrower is not in the process of preparing and has not previously submitted or filed any voluntary disclosure report to any Governmental Authority, including with the U.S. Department of Health and Human Service’s Office of Inspector General pursuant to its provider self-disclosure protocol.

ARTICLE VI

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth inSection 6.01,Section 6.02 andSection 6.03) cause each Subsidiary to:

Section 6.01Financial Statements. Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a) as soon as available, but in any event within one hundred twenty (120) days after the end of each subsequent Fiscal Year of the Borrower, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing or otherwise reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(b) as soon as available, but in any event, within forty-five (45) days after the end of each fiscal quarter of each Fiscal Year of the Borrower (commencing with the fiscal quarter ending June 30, 2010), a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal quarter, and the related (i) consolidated statements of income or operations for such

fiscal quarter and for the portion of the Fiscal Year then ended and (ii) consolidated statements of cash flows for the portion of the Fiscal Year then ended, setting forth in each case (A) in comparative form the figures for the corresponding fiscal quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and (B) a comparison of actual figures for such fiscal quarter against the forecasts for such fiscal quarter, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end adjustments and the absence of footnotes;

(c)[INTENTIONALLY OMITTED.]

(d)Annual Forecasts, Budget and Comparisons. As soon as available and in any event within (i) 60 days after the end of each Fiscal Year, forecasts prepared by management of the Borrower, in form reasonably satisfactory to the Administrative Agent, of balance sheets, income statements and cash flow statements on a monthly basis for the Fiscal Year following such Fiscal Year and on an annual basis for each Fiscal Year thereafter until the Maturity Date together with a budget for each fiscal quarter and Fiscal Year and (ii) one hundred twenty (120) days after the end of each Fiscal Year, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such Fiscal Year, setting forth in each case a comparison of actual figures against the forecasts for such Fiscal Year, in each case, in form reasonably satisfactory to the Administrative Agent.

(e)Management Discussion and Analysis Reports. Simultaneously with the delivery of each set of consolidated financial statements referred to inSection 6.01(a) and (b) (other than the consolidated financial statements in respect of the fourth fiscal quarter of each Fiscal Year) a report setting forth management’s analysis and discussion of the condition (financial and otherwise) operations, prospects and forecasts in respect of the business of the Borrower and its Subsidiaries. The Borrower shall, not later than 20 days following the Lenders’ request, schedule one telephonic conference per Fiscal Year with management of the Borrower to discuss the contents of the relevant reports.

Section 6.02Certificates; Reports; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a) upon delivery of the financial statements referred to inSection 6.01(a) and(b) (other than the consolidated financial statements in respect of the fiscal quarter ending June 30, 2010 and in respect of the fourth fiscal quarter of each Fiscal Year) a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower;

(b) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(c) together with the delivery of the financial statements pursuant toSection 6.01(a) and each Compliance Certificate pursuant toSection 6.02(a), (i) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a prepayment underSection 2.04(b), (ii) a list of Subsidiaries as of the date of delivery of such Compliance Certificate or a confirmation that there is no change in such information since the later of the Closing Date or the date of the last such list and (iii) such other information required by the Compliance Certificate; and

(d) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Documents required to be delivered pursuant toSection 6.01(a),(b), or (d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed onSchedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding the foregoing, the Borrower shall deliver originally executed Compliance Certificates to the Administrative Agent (in addition to the electronic copies pursuant to the foregoing). Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Section 6.03Notice Requirements; Other Information. Promptly after a Responsible Officer obtains knowledge thereof, notify, or, as soon as available, provide to the Administrative Agent, for prompt further distribution to each Lender, as the case may be:

(a) of the occurrence of any Default, which notice shall specify the nature thereof, the period of existence thereof and what action the Borrower proposes to take with respect thereto;

(b) the occurrence of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect;

(c) the commencement of, or any material development in, any litigation or governmental proceeding (including without limitation pursuant to any applicable Environmental Laws) pending against the Borrower or any of the Subsidiaries that could reasonably be expected to have in a Material Adverse Effect;

(d) of the occurrence of any ERISA Event or other labor related matters, in each case, which has resulted in liability to a Loan Party or ERISA Affiliate in excess of the Threshold Amount;

(e) the occurrence of any event triggering a Collateral and Guarantee Requirement underSection 6.11;

(f) copies of all notices, requests and other documents received by any Loan Party or any of its Subsidiaries under or pursuant to any Mortgaged Agreement (as defined in the Security Agreement) or instrument, indenture, loan or credit or similar agreement in each case evidencing Indebtedness with an outstanding principal amount in excess of the Threshold Amount regarding or related to any breach or default by any party thereto or any other event that could materially impair the value of the interests or the rights of any Loan Party or otherwise have a Material Adverse Effect and copies of any amendment, modification or waiver of any provision of any Mortgaged Agreement or instrument, indenture, loan or credit or similar agreement and, from time to time upon request by the Administrative Agent, such information and reports regarding the Mortgaged Agreements and such instruments, indentures and loan and credit and similar agreements in each case evidencing Indebtedness with an outstanding principal amount in excess of the Threshold Amount as the Administrative Agent may reasonably request;

(g) of a tax event or liability not previously disclosed in writing by the Borrower to the Administrative Agent which could reasonably be expected to have a Material Adverse Effect, together with any other information as may be reasonably requested by the Administrative Agent to enable the Administrative Agent to evaluate such matters;

(h) of any change (i) in any Loan Party’s corporate name, (ii) any Loan Party’s identity and corporate structure. The Borrower agrees that it will not, and will not permit any of its Subsidiaries to, permit or make any change referred to in thisSection 6.03(j) unless all filings have been made under the Uniform Commercial Code within the time periods provided therein or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in the Collateral and for the Collateral at all times following such change to have a valid, legal and perfected first priority security interest as contemplated by the Collateral Documents subject to Liens permitted bySection 7.01;

(i) notices of any investigation or audit, or pending proceedings relating to any material violation or potential material violation by any Loan Party, or any health care facility to which a Loan Party provides services, of any Health Care Laws (including, without limitation, any investigation or audit or proceeding involving violation of any of the Medicare and/or Medicaid fraud and abuse provisions) which could reasonably be expected to have a Material Adverse Effect, in each case promptly after Borrower has notice thereof; and

(j) immediately upon the discovery of any inaccuracy, miscalculation or misstatement contained in any Compliance Certificate or other certificate provided for any period that affects any financial or other calculations, representations or warranties or other statements impacting any provision of this Agreement and any other Loan Document in any material respect, notice of such inaccuracy, miscalculation or misstatement together with an updated certificate including the corrected information, calculation or statement, as applicable.

Section 6.04Environmental Matters. (a) Comply, and cause each of its Subsidiaries and all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew, and cause each of its Subsidiaries to obtain and renew, all Environmental Permits necessary for its operations and properties; and conduct, and cause each of its Subsidiaries to conduct, any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action required to remove and clean

up all releases or threatened releases of Hazardous Materials from any of its properties, as required under, and in accordance with the requirements of all Environmental Laws;provided,however, that neither the Borrower nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances.

(b)Environmental Reporting Requirements. Promptly after a Responsible Officer obtains knowledge thereof, notify the Administrative Agent of or, as soon as practicable after receipt thereof, deliver to the Administrative Agent, for prompt further distribution to each Lender, material documents concerning:

(i) any Environmental Action against or of any non-compliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that would (1) reasonably be expected to result in a Material Adverse Effect or (2) cause any Mortgaged Properties to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law;

(ii) (1) any occurrence of any material release or threatened release of Hazardous Materials required to be reported to any Governmental Authority under applicable Environmental Law, (2) any remedial actions taken by any Loan Party or its Subsidiaries in respect of any such release or threatened release that could reasonably be expected to result in an Environmental Action or (3) the Loan Parties’ discovery of any occurrence of or condition on any real property adjoining or in the vicinity of any site or facility that would be reasonably expected to cause such site or facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws;

(iii) copies of any and all material written communications with respect to (1) any Environmental Action, (2) any release or threatened release of a Hazardous Material or non-compliance with any Environmental Law required to be reported to any Governmental Authority and (3) any request for information from a Governmental Authority that suggests such Governmental Authority is investigating the potential responsibility of the Borrower or any of its Subsidiaries as a potentially responsible party;

(iv) (1) any Permitted Acquisition that could reasonably be expected to (A) expose the Borrower or any of its Subsidiaries to, or result in, Environmental Actions or (B) affect the ability of the Borrower and its Subsidiaries to maintain in full force and effect all Governmental Authorizations and Environmental Permits required for the continued operations of their respective businesses and (2) any action proposed to be taken by the Borrower or any of its Subsidiaries to modify current operations in a manner that would reasonably be expected to subject the Borrower and its Subsidiaries to any material additional obligations or requirements under Environmental Laws;

(v) copies of all non-privileged environmental reports (whether produced by the Borrower or its Subsidiaries or any third party or Governmental Authority) with respect to any environmental conditions on, at or under any sites owned, leased or operated by the Borrower and its Subsidiaries;

(vi) upon a good faith belief that a release of Hazardous Materials or a violation of Environmental Law reasonably likely to result in a fine or penalty has occurred and within 60 days after the Administrative Agent’s reasonable request and at

the expense of the Borrower, any additional environmental site assessment reports for any of its or its Subsidiaries’ properties described in such request prepared by an environmental consulting firm acceptable to the Administrative Agent, indicating the presence or absence of such Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any such Hazardous Materials on such properties; without limiting the generality of the foregoing, if the Administrative Agent reasonably determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary that owns any property described in such request to grant at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment; and

(vii) any such other documents and information as the Administrative Agent may reasonably request from time to time.

Section 6.05Maintenance of Existence. (a) Preserve, renew and maintain in full force and effect its legal existence, structure and name under the Laws of the jurisdiction of its organization and (b) take all commercially reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except pursuant to a transaction permitted bySection 7.04 orSection 7.05.

Section 6.06Maintenance of Properties. Maintain, preserve and protect all of its material properties and equipment that are used or useful in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted, and make all commercially reasonable and appropriate repairs, renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof except where failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 6.07Maintenance of Insurance. Maintain with financially sound and reputable insurance companies (in the good faith judgment of management), insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Borrower and its Subsidiaries) as are customarily carried by Person engaged in similar businesses and owning similar properties in the same general areas in which the Borrower or such Subsidiary operates.

Section 6.08Compliance with Laws. (a) Comply with the requirements of all Laws and all orders, writs, injunctions, decrees and judgments applicable to it or to its business or property (including without limitation Health Care Laws, Environmental Laws and ERISA) except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b) Regularly review and revise the policies and procedures of the Loan Parties to ensure continuing compliance by all Loan Parties, including all employees of the Loan Parties with all applicable Health Care Laws and maintain appropriate programs and procedures for communicating such policies and procedures to all employees of any Loan Party and healthcare providers under contract with any Loan Party and for making sure that all employees of any Loan Party are able to report material

violations of any Health Care Laws and have such reports adequately addressed and corrected as soon as practicable, except as could not reasonably be expected to result in a Material Adverse Effect.

Section 6.09Books and Records. 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 the Borrower or such Subsidiary, as the case may be.

Section 6.10Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any properties of the Borrower and its Subsidiaries (subject, in the case of third party customer sites, to customary access agreements) and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower;provided,however, that excluding any such visits and inspections during the occurrence and continuance of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under thisSection 6.10 and (ii) the Administrative Agent shall not exercise such rights more than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such visit shall be at the Borrower’s expense;provided,further, 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. The Administrative and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Neither the Borrower nor any Subsidiary shall be required to disclose to the Administrative Agent or any Lender any information that, in the opinion of counsel to the Borrower or such Subsidiary, is prohibited by Law to be disclosed, is subject to attorney client privilege or constitutes attorney work product or the disclosure of which would cause a material breach of a binding non-disclosure agreement with a third party to the extent such agreement is not made in contemplation of the avoidance of thisSection 6.10.

Section 6.11Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new direct or indirect Subsidiaries by any Loan Party or (y) the acquisition of any property by any Loan Party (it being understood that, in the case of real property, only the requirements ofSection 6.11(g)(ii) shall apply and such requirements shall apply only to Material Real Property), and such property, in the judgment of the Collateral Agent, shall not already be subject to a perfected first priority security interest in favor of the Collateral Agent for the benefit of the Secured Parties, subject to Liens permitted pursuant toSection 7.01 then each Loan Party shall, in each case at such Loan Party’s expense:

(a) in connection with the formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition (or such longer period as the Collateral Agent may agree in its reasonable discretion), cause each such Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,

(b) within 30 days after (or such longer period as the Collateral Agent may agree in its reasonable discretion) such formation or acquisition, furnish to the Collateral Agent a description of the Material Real Properties and material personal properties of such Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement or the

Material Real Property and personal properties so acquired, in each case in detail reasonably satisfactory to the Collateral Agent,

(c) within 30 days after (or such longer period as the Collateral Agent may agree in its reasonable discretion) (i) acquisition of property by any Loan Party, duly execute and deliver, and cause each Loan Party to duly execute and deliver, to the Collateral Agent, to the extent required by the Collateral and Guarantee Requirement, such additional pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements (which, to the extent applicable and if relating to the type of Collateral the granting of a security interest in which can be effected through the execution of a Security Agreement Supplement or Intellectual Security Agreement Supplement (each as defined in the Security Agreement), shall be effected in such manner), as reasonably specified by, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of such Loan Party under the Loan Documents and constituting Liens on all such properties and (ii) such formation or acquisition of any new Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement, duly execute and deliver and cause such Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement and, to the extent required by the Collateral and Guarantee Requirement, each Loan Party acquiring Equity Interests in such Subsidiary to duly execute and deliver to the Collateral Agent Mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements (which, to the extent applicable and if relating to the type of Collateral the granting of a security interest in which can be effected through the execution of a Security Agreement Supplement or Intellectual Security Agreement Supplement shall be effected in such manner) as reasonably specified by, and in form and substance reasonably satisfactory to, the Collateral Agent, securing payment of all of the obligations of such Subsidiary or Loan Party, respectively, under the Loan Documents;provided,however, that in the case of clause (ii) of this Section 6.11(c), no Loan Party shall be required to deliver, or cause to be delivered, a Mortgage with respect to any real property of a new Subsidiary that is acquired by such Loan Party if such real property is, at the time such Subsidiary is acquired, subject to a restriction prohibiting the granting of a security interest which restriction (A) was not created in contemplation of such acquisition or such Person becoming a Subsidiary and (B) cannot be removed or waived through the relevant Loan Party’s commercially reasonable efforts,

(d) within 30 days (or such longer period as the Collateral Agent may agree in its reasonable discretion) after such formation or acquisition, take, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to take or cause to be taken, whatever action (including, without limitation, the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it), to the extent required by the Collateral and Guarantee Requirement, valid and subsisting Liens on the properties purported to be subject to the Mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to thisSection 6.11, enforceable against all third parties in accordance with their terms,

(e) within 30 days (or such longer period as the Collateral Agent may agree in its reasonable discretion) after such formation or acquisition, deliver to the Collateral Agent, upon the request of the Collateral Agent in its reasonable discretion, a signed copy of an opinion in

customary form, addressed to the Collateral Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Collateral Agent as to (1) the matters contained inclauses (a), (c) and(d) above, (2) such guaranties, guaranty supplements, Mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party thereto enforceable in accordance with their terms, as to the matters contained inclause (d) above, (3) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and (4) matters of corporate formalities as the Collateral Agent may request and such other matters as the Collateral Agent may reasonably request,

(f) at any time and from time to time, promptly execute and deliver, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to execute and deliver, any and all further instruments and documents and take, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to take, all such other action as the Collateral Agent may deem reasonably necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, Mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements, and

(g) (i) the Borrower shall provide the security interests and Guarantees set forth onSchedule 1 on or prior to the dates corresponding to such security interests and Guarantees set forth onSchedule 1; and

(ii) after the Closing Date, promptly within sixty (60) days after the acquisition of any Material Real Property (other than leasehold interests) by any Loan Party, if such Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement, and otherwise satisfy the Collateral and Guarantee Requirement with respect to such real property, and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien,provided,however, no Loan Party shall be required to cause any real property to be subjected to a Lien pursuant to thisSection 6.11(g)(ii) to the extent that such real property is, at the time it is acquired, subject to a restriction prohibiting the granting of a such a Lien which restriction (A) was not created in contemplation of the acquisition of such Real Property and (B) cannot be removed or waived through the relevant Loan Party’s commercially reasonable efforts.

Section 6.12Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, in a manner consistent with the uses set forth in the Preliminary Statements to this Agreement and as set forth inSection 5.21.

Section 6.13Further Assurances and Post-Closing Undertakings. (a)General Assurances. (i) Promptly upon reasonable request by any Agent, or any Lender through the Administrative Agent, correct, and cause each of its Subsidiaries promptly to correct, any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof.

(ii) Promptly upon request by any Agent, or any Lender through the Administrative Agent, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, Mortgages, deeds of

trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, to the extent required by the Collateral and Guarantee Requirement, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

(b)Post Closing Undertakings. Within the time periods specified onSchedule 6.13(c), provide such Collateral Documents and complete such undertakings set forth inSchedule 6.13(c).

(c)Account Control Agreements. Within 90 days following the Closing Date (or such later date as the Administrative Agent may reasonably agree), provide to the Administrative Agent duly executed account control agreements with respect to pledged deposit accounts of the Loan Parties (other than accounts constituting payroll, tax, withholding or other fiduciary deposit accounts, and accounts holding cash and Cash Equivalents the average balance in which does not exceed $250,000 individually and $1,500,000 in the aggregate) in form and substance reasonably satisfactory to the Collateral Agent.

Section 6.14Taxes. Each of Holdings and the Borrower will pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all material taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, in each case on a timely basis (taking into account any extensions) and all lawful claims which, if unpaid, may reasonably be expected to become a lien or charge upon any properties of Holdings or the Borrower or its Subsidiaries not otherwise permitted under this Agreement; provided, that, neither Holdings nor the Borrower nor any of its Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.

Section 6.15End of Fiscal Years; Fiscal Quarters. The Borrower will cause (i) its Fiscal Year to end on or about December 31 of each calendar year and (ii) its fiscal quarters to end on or about March 31, June 30, September 30 and December 31 of each calendar year, in each case unless otherwise approved by the Administrative Agent.

Section 6.16Material Contracts. Comply with all the terms and provisions of each Material Contract, except to the extent such failure to comply would not reasonably be expected to have a Material Adverse Effect.

Section 6.17Ratings. Use commercially reasonable efforts to maintain at all times (a) corporate family ratings from Moody’s and corporate credit ratings from S&P and (b) ratings for the Facilities from Moody’s and S&P. The Borrower will promptly notify the Administrative Agent in the event of a downgrade in any of the foregoing ratings.

Section 6.18Interest Rate Hedging. Enter into, no later than 90 days following the Closing Date, and thereafter maintain at all times interest rate Secured Hedge Agreement with Persons acceptable to the Administrative Agent, covering a notional amount of not less than 35% of the Term Loan Commitments and Term Loans under the Term Loan Facility and providing for the counterparties thereto to make payments thereunder for a period of no less than 3 years.

Section 6.19Status of the Facilities as Designated Senior Debt. Maintain the Facilities at all times as senior Indebtedness and “designated senior debt” under the Mezzanine Debt Documents.

ARTICLE VII

NEGATIVE COVENANTS

Section 7.01Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) Liens pursuant to any Loan Document or securing any Secured Obligation;

(b) Liens existing on the date hereof and listed onSchedule 7.01(b);

(c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than thirty (30) days or which 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 to the extent required in accordance with GAAP;

(d) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, are unfiled (or if filed have been discharged or stayed) and no other action has been taken to enforce such Lien or which 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 to the extent required in accordance with GAAP;

(e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary;

(f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), 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;

(g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary;

(h) Liens securing judgments for the payment of money not constituting an Event of Default underSection 9.01(h);

(i) Liens securing Indebtedness permitted underSection 7.03(f) and (l); provided that (i) such Liens attach concurrently with or within 90 days after the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits, and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capitalized Leases;

(j) leases, licenses, subleases or sublicenses and Liens on the property covered thereby, in each case, granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower or any Subsidiary or (ii) secure any Indebtedness;

(k) Liens on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant toSection 7.02(j) orSection 7.02(r) to be applied against the purchase price for such Investment;

(l) Liens in favor of the Borrower or any Subsidiary securing Indebtedness permitted underSection 7.03(e);provided that no such Lien on assets of Loans Parties shall be permitted to secure Indebtedness owed by a Loan Party to any Joint Venture Subsidiary;

(m) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case after the date hereof; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted underSection 7.03(f) or(h);

(n) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or its Subsidiaries or (iii) relating to purchase orders and other

agreements entered into with customers of the Borrower or any Subsidiary in the ordinary course of business;

(o) Liens arising from precautionary Uniform Commercial Code financing statement filings;

(p) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary;

(q) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit issued for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods; or

(r) the modification, replacement, renewal or extension of any Lien permitted byclauses (b),(i) and(m) of thisSection 7.01; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted underSection 7.03, and (B) proceeds and products thereof; and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted bySection 7.03;

(s) Liens on property of a Joint Venture Subsidiary securing Indebtedness of a Joint Venture Subsidiary permitted to be incurred bySection 7.03;

(t) Liens (i) arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any Subsidiary in the ordinary course of business permitted by this Agreement and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted underSection 7.05, solely to the extent such Disposition would be have been permitted on the date of the creation of such Lien; and

(u) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $2,000,000.

Section 7.02Investments. Make any Investments, except:

(a) Investments by the Borrower or its Subsidiary in Cash Equivalents;

(b) loans or advances to officers, directors, partners and employees of Holdings, the Borrower or its Subsidiaries for reasonable and customary business-related travel, and analogous ordinary business purposes in an amount not to exceed $500,000 in the aggregate;

(c) asset purchases (including purchases of inventory, equipment, supplies and materials) and the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business;

(d) Investments (i) by any Loan Party in any other Loan Party (including any new Subsidiaries which become a Loan Party in accordance withSection 6.11), (ii) by any Subsidiary in any Loan Party (including any new Subsidiaries which become a Loan Party in accordance withSection 6.11) and (iii) by any Joint Venture Subsidiary in any other Joint Venture Subsidiary;

(e) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

(f) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions, Restricted Payments and Capital Expenditures permitted underSection 7.01,Section 7.03,Section 7.04,Section 7.05,Section 7.06 andSection 7.16, respectively;provided,however, that no Investments may be made solely pursuant to thisSection 7.02(f);

(g) Investments existing on the date hereof and any modification, replacement, renewal, reinvestment or extension of any Investment existing on the date hereof; provided, that, the amount of any Investment permitted pursuant to thisSection 7.02(g) is not increased from the amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted by thisSection 7.02;

(h) Investments in Swap Contracts permitted underSection 7.03(g);

(i) promissory notes and other non-cash consideration received in connection with Dispositions permitted bySection 7.05;

(j) the purchase or other acquisition of property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person (including as a result of a merger or consolidation) (each, a “Permitted Acquisition”);provided that:

(i) such Person so purchased or otherwise acquired and the lines of business so purchased or acquired shall be in compliance with the requirements ofSection 7.07;

(ii) the Borrower, the applicable Loan Parties shall comply with the Collateral and Guarantee Requirements and the requirements ofSection 6.11;

(iii) immediately before and immediately after givingProForma Effect to any such purchase or other acquisition, no Default or Event of Default shall have occurred and be continuing;

(iv) after givingProForma Effect to any such purchase or other acquisition, the Borrower shall be inproforma compliance with the Financial Covenants set forth inSection 7.13 and7.14, with such compliance to be based on the most recently ended period of twelve fiscal months with respect toProForma Adjustments to Consolidated Adjusted EBITDA;

(v) the Borrower shall have delivered to the Administrative Agent, at least two (2) Business Days prior to the date on which any such acquisition is to be consummated, (A) a certificate of a Responsible Officer certifying that all requirements set forth in thisSection 7.02(j) have been satisfied or will be satisfied on or prior to the consummation of such acquisition, setting forth all relevant financial information with respect to such acquisition, including, without limitation, the aggregate consideration and other information required to demonstrate compliance with the Financial Covenants and (B) any such report or notice relating to matters required to be disclosed pursuant toSection 6.04(b)(iv);

(vi) [INTENTIONALLY OMITTED];

(vii) at the time of such acquisition and immediately after giving effect thereto Available Liquidity shall be not less than $10,000,000;

(k) the Transaction;

(l) expenditures made by the Borrower or any of its Subsidiaries with proceeds received from any sellers party to the Acquisition Agreement (or any Affiliate thereof) pursuant to any indemnification provisions set forth in the Acquisition Agreement to the extent such proceeds are actually applied to remedy the specific event or circumstance giving rise to the claim for indemnification;

(m) Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices;

(n) Investments in Joint Venture Subsidiaries in an aggregate amount not to exceed $12,500,000;

(o) advances of payroll payments to employees in the ordinary course of business;

(p) Investments held by any Subsidiary acquired after the Closing Date or of a corporation merged into the Borrower or merged or consolidated with any Subsidiary in accordance withSection 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation and to the extent otherwise permitted underSection 7.02 (and not solely in reliance on thisSection 7.02(p));

(q) Guarantee Obligations of the Borrower or any Subsidiary in respect of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; and

(r) So long as immediately giving effect thereto no Default or Event of Default exists, other Investments in an aggregate amount not to exceed $2,000,000 at any one time outstanding;

provided,however, that notwithstanding anything to the contrary contained herein, no Loan Party nor any Joint Venture Subsidiary shall be permitted to make any Investment in any Excluded Subsidiary other than such amounts as may be reasonably necessary to wind-up, dissolve or liquidate such Excluded Subsidiary.

Section 7.03Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness of the Borrower and any of its Subsidiaries under the Loan Documents;

(b) Indebtedness under the Mezzanine Facility in an aggregate principal amount not to exceed $40,000,000 (as such amount may be increased by the amount of any capitalized interest under the Mezzanine Facility) and any Permitted Refinancing thereof;

(d) Guarantee Obligations of the Borrower and its Subsidiaries in respect of Indebtedness of the Borrower or any Subsidiary otherwise permitted hereunder (except that a Joint Venture Subsidiary may not, by virtue of thisSection 7.03(d), guarantee Indebtedness that such Joint Venture Subsidiary could not otherwise incur under thisSection 7.03);provided that the aggregate outstanding amount of all guarantees by Loan Parties of Indebtedness of Joint Venture Subsidiaries (excluding (x) Guarantee Obligations in respect of Capitalized Leases permitted underSection 7.03(f) and (y) Indebtedness permitted underSection 7.03(c) and operating leases associated with the rental of real property), when aggregated with intercompany loans from Loan Parties to Joint Venture Subsidiaries permitted underSection 7.03(e) does not at any time exceed $1,500,000 per Joint Venture Subsidiary or $18,000,000 in the aggregate; provided,further, that if the Indebtedness being guaranteed is subordinated to the Obligations, such Guarantee Obligation shall be subordinated to the Guarantee of the Obligations on terms at least as favorable, taken as a whole, to the Lenders as those contained in the subordination of such Indebtedness;

(e) Indebtedness of any Subsidiary to the Borrower or to any other Subsidiary, or of Borrower to any Subsidiary;provided that (i) all such Indebtedness owing by any Joint Venture Subsidiary shall be evidenced by promissory notes and, except with respect to any Indebtedness owing to any Joint Venture Subsidiary, all such notes shall be subject to the Collateral Requirement and shall be pledged to the Collateral Agent as security for the Obligations hereunder and (ii) except with respect to intercompany Indebtedness among Joint Venture Subsidiaries, all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that is reasonably satisfactory to the Administrative Agent;provided,further, that Indebtedness owed by Joint Venture Subsidiaries to any Loan Party (excluding (x) Guarantee Obligations in respect of Capitalized Leases permitted underSection 7.03(f) and (y) Indebtedness permitted underSection 7.03(c)), when aggregated with all outstanding guaranties permitted bySection 7.03(d) shall not at any time exceed $1,500,000 per Joint Venture Subsidiary or $18,000,000 in the aggregate;

(f) Indebtedness with respect to Capitalized Leases and purchase money Indebtedness in an aggregate amount not exceed $30,000,000;provided that any such Indebtedness (i) in the case of Capitalized Leases or purchase money Indebtedness, shall be secured by the asset subject to such Capitalized Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (ii) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset;

(g) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes;

(h) Indebtedness in an aggregate amount not to exceed $5,000,000 at any one time outstanding (plus the amount of Indebtedness then otherwise permitted to be incurred at such time pursuant to thisSection 7.03) assumed in connection with any Permitted Acquisition, provided that (x) such Indebtedness (i) was not incurred in contemplation of such Permitted Acquisition, (ii) is secured only by the assets acquired in the applicable Permitted Acquisition (including any acquired Equity Interests), (iii) the only obligors with respect to any Indebtedness incurred

pursuant to thisclause (h) shall be those Persons who were obligors of such Indebtedness prior to such Permitted Acquisition and both immediately prior and after giving effect thereto no Default shall exist or result therefrom;

(i) Indebtedness representing deferred compensation to employees of the Borrower (or any direct or indirect parent of the Borrower) and its Subsidiaries incurred in the ordinary course of business;

(j) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts incurred in the ordinary course;

(k) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, banker’s acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims;

(l) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;

(m) Indebtedness supported by a Letter of Credit in a principal amount not to exceed the face amount of such Letter of Credit;

(n) Indebtedness assumed in connection with a Permitted Sale Leaseback;

(o) Indebtedness incurred by all Joint Venture Subsidiaries in an aggregate principal amount not to exceed $2,500,000 at any one time outstanding;

(p) other Subordinated Indebtedness of the Borrower or any Loan Party incurred to fund Permitted Acquisitions; provided that, (i) both immediately prior to and after giving effect thereto, no Default shall exist or result therefrom, (ii) the Total Leverage Ratio (calculated on a Pro Forma Basis) shall not be greater than 0.50:1.00 below the ratio then required to be maintained pursuant toSection 7.13 unless such Indebtedness is incurred subsequent to the third Fiscal Year ending after the Closing Date, in which case the Total Leverage Ratio (calculated on a Pro Forma Basis) shall not be greater than 0.25:1.00 below the ratio then required to be maintained pursuant toSection 7.13; and

(q) other Indebtedness not to exceed $2,500,000 at any time outstanding;

provided,however, that notwithstanding anything to the contrary contained herein, no Loan Party nor any Joint Venture Subsidiary shall be permitted to incur any intercompany Indebtedness with, or make any guarantee in respect of any Indebtedness of, an Excluded Subsidiary other than as may be reasonably necessary to wind-up, dissolve or liquidate such Excluded Subsidiary.

For purposes of determining compliance with thisSection 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in

clauses(a) through(p) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses;provided that all Indebtedness outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception inclause (a) of thisSection 7.03.

Section 7.04Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:

(a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or the surviving Person shall expressly assume the obligations of such Loan Party pursuant to documents reasonably acceptable to the Administrative Agent and (b) to the extent constituting an Investment, such Investment must be a permitted in accordance withSection 7.02;

(b) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party;

(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Subsidiary; provided, that, if the transferor in such a transaction is a Loan Party, then (i) the transferee must be a Loan Party or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Subsidiary which is not a Loan Party in accordance withSection 7.02 andSection 7.03, respectively;

(d) so long as no Default or Event of Default exists or would result therefrom, the Borrower or any Subsidiary may merge with any other Person in accordance withSection 7.02(j); provided that any Loan Party party to such merger shall be the continuing or surviving corporation;

(e) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant toSection 7.02; provided that the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the Collateral and Guarantee Requirements and the requirements ofSection 6.11;

(f) the Acquisition may be consummated;

(g) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant toSection 7.05, may be effected;

(h) any Excluded Subsidiary may be liquidated and dissolved; and

(i) the holders of Equity Interests in the Borrower shall be permitted, at any time, to establish Holdings subject to the execution and delivery of a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent, whereby Holdings

agrees to be bound by the terms of this Agreement and the other Loan Documents to the extent applicable to it.

Section 7.05Dispositions. Make any Disposition, except:

(a) Dispositions of obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries;

(b) Dispositions of inventory and immaterial assets in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial Intellectual Property to lapse or go abandoned in the ordinary course of business);

(c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased);

(d) Dispositions of property to the Borrower or a Subsidiary; provided that, if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party or (ii) to the extent such transaction constitutes an Investment, such transaction is permitted underSection 7.02;

(e) Dispositions permitted bySection 7.02,Section 7.04 andSection 7.06 and Liens permitted bySection 7.01;

(f) Dispositions in the ordinary course of business of Cash Equivalents;

(g) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries;

(h) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event;

(i) Dispositions of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof;

(j) the unwinding of any Swap Contract pursuant to its terms;

(k) Dispositions arising from any Permitted Sale Leaseback;

(l) Dispositions of assets having an aggregate fair market value not to exceed $2,500,000 individually and $5,000,000 in any Fiscal Year;provided that (i) the purchase price paid to the Borrower or such Subsidiary for such asset shall be no less than the fair market value of such asset at the time of such sale and (ii) not less than 75% of the consideration for such disposition shall be paid in cash;

(m) Dispositions of any assets acquired pursuant to a Permitted Acquisition; and

(n) Dispositions of any Specified Property;

provided, that, other than in respect of Dispositions specified underclauses (a), (b),(c),(d),(e),(f),(g),(h),(i) and(j), the proceeds of any Dispositions permitted hereunder shall be applied in accordance with the requirements ofSection 2.04(b)(iii) to the extent not reinvested within 12 months of receipt thereof.

Section 7.06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except:

(a) each Subsidiary may make Restricted Payments to the Borrower and to other Subsidiaries that are Loan Parties;

(b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted bySection 7.03) of such Person;

(d) to the extent constituting Restricted Payments, the Borrower and its Subsidiaries may enter into and consummate transactions expressly permitted by any provision ofSection 7.02,Section 7.04 orSection 7.08;

(e) repurchases of Equity Interests in the ordinary course of business in the Borrower (or any direct or indirect parent thereof) or any Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(f) the Borrower or any Subsidiary may, in good faith, make non-cash payments (or make non-cash Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of it or any direct or indirect parent thereof held by any future, present or former employee, director, officer or consultant (or any Affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Borrower (or any direct or indirect parent of the Borrower) or any of its Subsidiaries pursuant to any employee, management or director equity plan, employee, management or director stock option plan or any other employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of Holdings (or any direct or indirect parent thereof), the Borrower or any Subsidiary;provided that under this clause (f) Holdings, the Borrower and its Subsidiaries may make cash dividends or such other Restricted Payments after the Closing Date in an aggregate amount not to exceed $5,000,000 in the aggregate;

(g) the Borrower and its Subsidiaries may make Restricted Payments to any direct or indirect holder of an Equity Interest in the Borrower:

(i) for so long as the Borrower or any such subsidiary is a “pass through” entity for U.S. federal income tax purposes and such payments are be used to pay the tax liability to each relevant jurisdiction attributable to the income of the Borrower or its Subsidiaries determined as if the Borrower and such Subsidiaries filed separately;

(ii) the proceeds of which shall be used to pay such equity holder’s operating costs and expenses incurred in the ordinary course of business, other overhead costs and expenses and fees (including administrative, legal, accounting and similar expenses

provided by third parties as well as trustee, directors and general partner fees) in an amount not to exceed $250,000 in any Fiscal Year and fees and expenses otherwise due and payable by the Borrower or any Subsidiary and permitted to be paid by the Borrower or such Subsidiary under this Agreement;

(iii) the proceeds of which shall be used to pay franchise and excise taxes and other fees, taxes and expenses required to maintain the corporate existence of Holdings and/or the Borrower;

(iv) to finance any Investment permitted to be made pursuant toSection 7.02;provided, that, (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) the Borrower or such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be held by or contributed to a Subsidiary or (2) the merger (to the extent permitted inSection 7.04) of the Person formed or acquired into it or a Subsidiary in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements ofSection 6.11; and

(v) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent Borrower or partner of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Borrower and its Subsidiaries.

(h) [INTENTIONALLY OMITTED]; and

(i) so long as (i) no Default or Event of Default has occurred and is continuing, (ii) the Borrower is in pro forma compliance with the financial covenants set forth inSections 7.13,7.14 and7.15 and (iii) Available Liquidity is at least $10,000,000 before and after giving effect to such Restricted Payment, the Joint Venture Subsidiary may make Restricted Payments;provided that, to the extent constituting dividends or distributions, such Restricted Payments shall be made ratably to the third party joint venture partner of such applicable Joint Venture Subsidiary to the extent of its minority interest therein;provided,further, that such Restricted Payment shall not exceed the sum of (i) earnings of such Joint Venture Subsidiary as determined from and after the fiscal quarter ending immediately prior to the Closing Date plus (ii) changes in working capital related to periods prior to the Closing Date plus (iii) the proceeds from Capitalized Leases received in respect of cash expenditures made prior to the Closing Date, in the case of clauses (i), (ii) and (iii), which are attributable to the minority Equity Interests of such third party joint venture partner;

provided,however, that notwithstanding anything to the contrary contained herein, no Loan Party nor any Joint Venture Subsidiary shall be permitted to make any Restricted Payment to any Excluded Subsidiary other than such amounts as may be reasonably necessary to wind-up, dissolve or liquidate such Excluded Subsidiary.

Section 7.07Change in Nature of Business. Engage in any line of business other than those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business reasonably related or ancillary thereto.

Section 7.08Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than:

(b) transactions on terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate;

(d) the issuance of Equity Interests to any officer, director, employee or consultant of the Borrower or any of its Subsidiaries or any direct or indirect parent of the Borrower in connection with the Transaction;

(e) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirements of Equity Interests by the Borrower or any Subsidiary permitted underSection 7.06;

(f) loans and other transactions (i) by and among the Borrower and/or one or more Subsidiaries or (ii) among the Subsidiaries, to the extent permitted under thisArticle VII;

(g) employment and severance arrangements between the Borrower or any of its Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements;

(h) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its Subsidiaries or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries;

(i) dividend payments permitted underSection 7.06; and

(j) transactions in which the total amount payable in any Fiscal Year does not exceed $250,000 individually and $500,000 in the aggregate.

Section 7.09Prepayments, Etc. of Indebtedness; Amendments or Modification to Mezzanine Debt Documents. (a) Prepay, redeem, purchase, defease or otherwise satisfy the Mezzanine Loan or any other Subordinated Indebtedness prior to the scheduled maturity thereof in any manner or make any payment thereon, in each case, in violation of any subordination terms of any Indebtedness except, subject to the terms of the subordination provisions contained in the Mezzanine Loan Purchase Agreement or other Subordinated Indebtedness, payments of the following when due: (i) payments of regularly scheduled interest on the Mezzanine Loan or other Subordinated Indebtedness, (ii) indemnity payments and consent fees, if any, and reasonable and customary fees and expenses in respect of the Mezzanine Loan or other Subordinated Indebtedness, and (iii) prepayment of the Mezzanine Facility or other Subordinated Indebtedness with proceeds of Indebtedness constituting a Permitted Refinancing;provided that there shall be no outstanding unpaid amounts under the Facilities and all Commitments and Letters of Credit issued pursuant to this Agreement shall have expired or terminated.

(b) Amend, modify or change in any manner adverse to the Lenders any term of condition of the Mezzanine Debt Documents or other Subordinated Indebtedness without the consent of the Required Lenders other than such amendments or modifications which constitute a Permitted Refinancing;provided that such restriction shall not apply to any amendment, modification or change to the Mezzanine Debt Documents as to which a corresponding amendment, modification or change has been made to the Loan Documents so long as (i) such amendment, modification or change is no more restrictive than the corresponding amendment, modification or change to the Loan Documents and (ii)

such amendment, modification or change includes a cushion from the level or dollar threshold, if applicable, from those applicable to the corresponding provision under the Loan Documents consistent with the applicable cushions under the Mezzanine Debt Documents as in effect on the Closing Date.

Section 7.10Negative Pledge. Enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except (a) agreements in favor of the Collateral Agent or (b) prohibitions or conditions under (i) any Surviving Indebtedness, (ii) the Mezzanine Facility to the extent not infringing on the rights of the Lenders or the Collateral Agent or (iii) any purchase money or Indebtedness permitted bySection 7.03(f) solely to the extent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness or (iii) any Capitalized Lease permitted bySection 7.03(f) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, (iv) by reason of customary provisions restricting pledges, assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets subject to such leases, licenses or similar agreements, as the case may be), or (v) any Indebtedness outstanding on the date any Person first becomes a Subsidiary of the Borrower (so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower).

Section 7.11Partnerships, Etc. Become a general partner in any general or limited partnership, or permit any of its Subsidiaries to do so, other than any Subsidiary the sole assets of which consist of its interest in such partnership.

Section 7.12Amendments to Constitutive Documents. Amend, or permit any of its Subsidiaries to amend, its certificate of incorporation or bylaws or other constitutive documents in any manner material and adverse to the Lenders’ interests.

Section 7.13Total Leverage Ratio. Permit the Total Leverage Ratio of Holdings and its consolidated Subsidiaries for any Test Period ending on the last day of a fiscal quarter set forth below to be greater than the ratio set forth opposite such Test Period below:


Fiscal Quarter Ending	Total Leverage Ratio
September 30, 2010		5.25:1.00
December 31, 2010		5.25:1.00
March 31, 2011		5.00:1.00
June 30, 2011		5.00:1.00
September 30, 2011		5.00:1.00
December 31, 2011		5.00:1.00
March 31, 2012		4.75:1.00
June 30, 2012		4.50:1.00


Fiscal Quarter Ending	Total Leverage Ratio
September 30, 2012		4.50:1.00
December 31, 2012		4.50:1.00
March 31, 2013		4.25:1.00
June 30, 2013		4.25:1.00
September 30, 2013		4.00:1.00
December 31, 2013		4.00:1.00
March 31, 2014		3.75:1.00
June 30, 2014		3.75:1.00
September 30, 2014		3.75:1.00
December 31, 2014		3.75:1.00
March 31, 2015		3.75:1.00
June 30, 2015		3.75:1.00
September 30, 2015		3.75:1.00
December 31, 2015		3.75:1.00
March 31, 2016 and thereafter		3.50:1.00

Section 7.14Interest Coverage Ratio. Permit the Interest Coverage Ratio for any Test Period ending on the last day of a fiscal quarter set forth below to be less than the ratio set forth opposite such fiscal quarter below:


Fiscal Quarter Ending	Interest Coverage Ratio
September 30, 2010		2.30:1.00
December 31, 2010		2.30:1.00
March 31, 2011		2.40:1.00
June 30, 2011		2.40:1.00
September 30, 2011		2.50:1.00

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Fiscal Quarter Ending	Interest Coverage Ratio
December 31, 2011		2.50:1.00
March 31, 2012		2.50:1.00
June 30, 2012		2.50:1.00
September 30, 2012		2.50:1.00
December 31, 2012		2.50:1.00
March 31, 2013		2.50:1.00
June 30, 2013		2.50:1.00
September 30, 2013		2.50:1.00
December 31, 2013		2.50:1.00
March 31, 2014 and thereafter		2.75:1.00

Section 7.15Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio of Holdings and its consolidated Subsidiaries for any Test Period ending on the last day of a fiscal quarter set forth below to be less than the ratio set forth opposite such fiscal quarter below:


Fiscal Quarter Ending	Fixed Charge Coverage Ratio
September 30, 2010		1.10:1.00
December 31, 2010		1.10:1.00
March 31, 2011		1.10:1.00
June 30, 2011		1.15:1.00
September 30, 2011		1.15:1.00
December 31, 2011 and thereafter		1.20:1.00

Section 7.16Capital Expenditures. Make any Capital Expenditure, except for Capital Expenditures not exceeding, in the aggregate for the Borrower and its Subsidiaries during any Fiscal Year, $24,000,000 (such amount for any such Fiscal Year, the “Capital Expenditure Base Amount”);provided,however, that up to 100% of such amount, if not expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the immediately following Fiscal Year (but not any other year) (the “Capital Expenditure Carryover Amount”);providedfurther that any Capital Expenditures made in a particular Fiscal Year shall first be deemed to have been made with any available

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Capital Expenditure Carryover Amount before the Capital Expenditure Base Amount for such Fiscal Year is applied.

ARTICLE VIII

HOLDINGS COVENANT

Section 8.01Business of Holdings.

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding after the establishment of Holdings, Holdings shall not engage in any business or activity other than (a) the ownership of all outstanding Equity Interests in the Borrower, (b) maintaining its corporate existence, (c) participating in tax, accounting and other administrative activities of Holdings, (d) the performance of obligations under the Loan Documents to which it is a party, (e) the performance of obligations under the Mezzanine Facility documents or any documents for a Permitted Refinancing of the Mezzanine Facility, (f) the Transactions and (g) activities incidental to the businesses or activities described inclauses (a)-(f).

ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES

Section 9.01Events of Default. Any of the following events referred to in any ofclauses (a) through(m) inclusive of thisSection 9.01 shall constitute an “Event of Default”:

(a)Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or

(b)Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any ofSection 6.03(a) orSection 6.05 (solely with respect to the Borrower),Section 6.12,Section 6.13(b) orArticle VII; or

(c)Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified inSection 9.01(a) or(b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after receipt by the Borrower of written notice thereof by the Administrative Agent or the Required Lenders; or

(d)Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e)Cross-Default. Any Loan Party or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs, the effect of which default or other event is to cause, or

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to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, all such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; or

(f)Insolvency Proceedings, Etc. Any Loan Party or any of the Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, interim receiver, receiver and manager, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, interim receiver, receiver and manager, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days; or an order for relief is entered in any such proceeding; or

(g)Inability to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process in respect of a claim in excess of the Threshold Amount is issued or levied against all or any material part of the property of the Loan Parties, taken as a whole, and is not released, vacated, stayed or fully bonded within sixty (60) days after its issue or levy; or

(h)Judgments. There is entered against any Loan Party or any Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or

(i)ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party or ERISA Affiliate under Title IV of ERISA in an aggregate amount in excess of the Threshold Amount, (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its Withdrawal Liability in an aggregate amount which would reasonably be expected to exceed the Threshold Amount, (iii) any Loan Party or any ERISA Affiliate is notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, (within the meaning of Title IV of ERISA), and such reorganization or termination results in the aggregate annual contributions of the Loan Parties and the ERISA Affiliates to all Multiemployer Plans that are then in reorganization or being terminated to exceed the amounts contributed to such Multiemployer Plans for the plan years of such Multiemployer Plans immediately preceding the plan year in which such reorganization or termination occurs by an aggregate amount which could reasonably be expected to exceed the Threshold Amount; or (iv) a termination, withdrawal or noncompliance with applicable law or plan terms or termination, withdrawal or other event similar to an ERISA Event occurs with respect to a Foreign Plan that could reasonably be expected to exceed the Threshold Amount; or

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(j)Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports to revoke or rescind any Loan Document; or

(k)Change of Control. There occurs any Change of Control; or

(l)Liens. Any Collateral Document or financing statement after delivery thereof pursuant toSection 4.01 orSection 6.11 and, to the extent applicable, timely and proper filing thereof with applicable authorities, shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority lien subject to Liens permitted underSection 7.01 on and security interest in the Collateral having an aggregate fair market value in excess of $1,000,000 purported to be covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent and the Collateral Agent to maintain possession of certificates actually received by it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements in the applicable jurisdictions as required under the UCC to continue the perfection of such security interest or the equivalent in the applicable jurisdiction.

(m)Subordination. The subordination provisions of the Mezzanine Debt Documents or any other Subordinated Indebtedness in excess of the Threshold Amount (the “Subordination Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any lender or party in respect of the Mezzanine Debt Documents or such other Subordinated Indebtedness or (ii) any Loan Party shall disavow or contest in writing in any manner (A) the effectiveness, validity or enforceability of any of the Subordination Provisions, (B) that the Subordination Provisions exist for the benefit of the Administrative Agent and the Secured Parties or (C) that all payments of principal of or premium and interest on the Mezzanine Debt Documents or such other Subordinated Indebtedness, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions.

Section 9.02Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligations shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

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(d) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;

provided, that upon the occurrence of an Event of Default underSection 9.01(f) with respect to the Borrower, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of any Agent or any Lender.

Section 9.03Application of Funds. If the circumstances described inSection 2.11(g) have occurred, or after the exercise of remedies provided for inSection 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso toSection 9.02), including in any bankruptcy or insolvency proceeding, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable underSection 11.04 and amounts payable underArticle III) payable to each Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable underSection 11.04 and amounts payable underArticle III), ratably among them in proportion to the amounts described in thisclause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including, but not limited to, post-petition interest), ratably among the Lenders in proportion to the respective amounts described in thisclause Third payable to them;

Fourth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit and to payment of that portion of the Secured Obligations constituting unpaid principal, Unreimbursed Amounts or face amounts of the Loans, L/C Borrowings and Swap Termination Value under Secured Hedge Agreements and Cash Management Obligations, ratably among the Secured Parties in proportion to the respective amounts described in thisclause Fourth held by them;

Fifth, to the payment of all other Secured Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject toSection 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant toclause Fifth above, together with any amounts in the Cash Collateral Account provided in respect of the L/C Exposure of any Defaulting Lender pursuant toSection 2.12, shall be applied to satisfy drawings under such Letters of Credit as they occur. If any

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amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower.

ARTICLE X

ADMINISTRATIVE AGENT AND OTHER AGENTS

Section 10.01Appointment and Authorization of Agents. (a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained in this Agreement or in any other Loan Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Notwithstanding any provision contained in this Agreement providing for any action in the Administrative Agent’s reasonable discretion or approval of any action or matter in the Administrative Agent’s reasonable satisfaction, the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loans Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents);provided, that, the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law. The Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any other Loan Party or any of their respective Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any other Agent-Related Person in any capacity.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (v) the satisfaction of any condition set forth inArticle IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

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(b) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in thisArticle X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in thisArticle X and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

(c) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, L/C Issuer (if applicable) and a potential Hedge Bank or Cash Management Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest, charge or other Lien created by the Collateral Documents for and on behalf of or on trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant toSection 10.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of thisArticle X (includingSection 10.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Section 10.02Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through Affiliates, agents, employees or attorneys-in-fact, such sub-agents as shall be deemed necessary by the Administrative Agent, and shall be entitled to advice of counsel, both internal and external, and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Section 10.03Liability of Agents. No Agent-Related Person shall (a) be liable to any Lender for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

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Section 10.04Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b) For purposes of determining compliance with the conditions specified inSection 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Section 10.05Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. The Administrative Agent will promptly notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance withArticle IX; provided, that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.

Section 10.06Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and

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the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

Section 10.07Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so),prorata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities to the extent incurred by it; provided, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final non-appealable judgment of a court of competent jurisdiction; provided, that, no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of thisSection 10.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, thisSection 10.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower; provided, that, such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto, if any. The undertaking in thisSection 10.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.

Section 10.08Agents in their Individual Capacities. Royal Bank and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though Royal Bank were not the Administrative Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Royal Bank or its Affiliates may receive information regarding any Loan Party or any Affiliate of a Loan Party (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, Royal Bank shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” include Royal Bank in its individual capacity.

Section 10.09Successor Agents. The Administrative Agent may resign as the Administrative Agent upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint a successor agent for the Lenders, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default underSection 9.01 (a) or (f) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and, if no Event of Default underSection 9.01(a) or(f) has

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occurred and is continuing, the Borrower, a successor agent from among the Lenders. If the Administrative Agent becomes a Defaulting Agent, the Borrower may at its option appoint a successor agent to replace the Defaulting Agent, and such successor agent shall be appointed from among the Lenders;provided, that such Lender is a commercial bank organized under the Laws of the United States, any State thereof or the District of Columbia or any other country that is a member of the Organization for Economic Cooperation and Development, so long as such bank will act in such capacity through a branch or agency located in the United States and has combined capital and surplus of at least $1,000,000,000. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent”, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of thisArticle X andSection 11.04 andSection 11.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Lenders assuming the role of Administrative Agent as specified in the immediately preceding sentence shall assume the rights and obligations of the Administrative Agent (including the indemnification provisions set forth inSection 10.07) as if each such Lender were the Administrative Agent. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents.

Section 10.10Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent underSection 2.03(f) and(g),Section 2.08 andSection 11.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and

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(c) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due to the Administrative Agent underSection 2.08 andSection 11.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 10.11Release of Collateral and Guaranty. (a) The Lenders irrevocably agree: that any Lien on any property granted to or held by the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) obligations under Secured Hedge Agreements not yet due and payable, (B) Cash Management Obligations not yet due and payable and (C) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit (unless the Letters of Credit in the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized up to 102% of such Outstanding Amounts or if a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place) and any other obligation (including a guarantee that is contingent in nature), (ii) upon the sale, lease, transfer or other disposition of any item of Collateral of any Loan Party (including, without limitation, as a result of the sale, in accordance with the terms of the Loan Documents, of the Loan Party that owns such Collateral) in accordance with the terms of the Loan Documents, (iii) subject toSection 11.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant toclause (b) below. The Collateral Agent will, at the Borrower’s expense, execute and deliver to such Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents in accordance with the terms of the Loan Documents.

(b) That any Guarantor shall be automatically released from its obligations under the Guaranty if (i) in the case of any Subsidiary, such Person ceases to be a Domestic Subsidiary of the Borrower (as certified by a Responsible Officer) and the Borrower notifies the Administrative Agent in writing that it wishes such Guarantor to be released from its obligations under the Guaranty or (ii) the termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) obligations under Secured Hedge Agreements not yet due and payable, (B) Cash Management Obligations not yet due and payable and (C) contingent indemnification obligations not yet accrued and payable), the expiration or termination of all Letters of Credit (unless the Letters of Credit in the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized or if a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place) and any other obligation (including a guarantee that is contingent in nature).

Section 10.12Other Agents; Arrangers and Managers. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent”, or “co-arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any

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Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

Section 10.13Appointment of Supplemental Administrative Agents. (a) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby authorized to appoint an additional individual or institution selected by the Administrative Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Administrative Agent” and collectively as “Supplemental Administrative Agents”).

(b) In the event that the Administrative Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Administrative Agent, and (ii) the provisions of thisArticle X and ofSection 11.04 andSection 11.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein to the Administrative Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Administrative Agent, as the context may require.

(c) Should any instrument in writing from any Loan Party be required by any Supplemental Administrative Agent so appointed by the Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Borrower shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Administrative Agent.

ARTICLE XI

MISCELLANEOUS

Section 11.01Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given;provided,however, that:

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(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders (other than any Affiliated Lender or any Lender that is, at such time, a Defaulting Lender), do any of the following at any time:

(i) change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of Loans or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder,

(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value of the Guaranties to the Lenders,

(iii) release all or substantially all of the Collateral in any transaction or series of related transactions, or

(iv) amend any provision of thisSection 11.01, the definition of “Required Lenders,” “ProRata Share,”Section 2.04(b)(ix),Section 2.05(c) orSection 9.03;

(b) no amendment, waiver or consent shall, unless in writing and signed by the Borrower, the Required Lenders and each Lender specified below for such amendment, waiver or consent:

(i) increase the Commitments of a Lender without the consent of such Lender;

(ii) reduce the principal of, or stated rate of interest on (other than a revocation of the Default Rate), or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; or

(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans pursuant toSection 2.06 orSection 2.07, any date scheduled or fixed for any payment of fees (including Participation Fees) hereunder in each case payable to a Lender without the consent of such Lender; or

(iv) change the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions ofSection 2.04(b)(vii) or(viii) in any manner that materially adversely affects the Lenders under a Facility without the consent of holders of a majority of the Commitments or Loans outstanding under such Facility;

provided,further, that no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer, in addition to the Lenders required above to take such action, affect the rights or obligations of the the L/C Issuer, under this Agreement; andprovided,further, that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Agent under this Agreement or the other Loan Documents.

Notwithstanding anything to the contrary contained in thisSection 11.01, any guarantees, collateral security documents and related documents executed by Subsidiaries in connection with this

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Agreement may be in a form reasonably determined by the Administrative Agent acting on the advice of counsel and may be, together with this Agreement, amended, supplemented and waived with the consent of the Administrative Agent acting on the advice of counsel at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.

Section 11.02Notices and Other Communications; Facsimile and Electronic Copies. (a)General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission) (and, as to service of process, only in writing and in accordance with applicable law) and, to the extent set forth inSection 11.02(e), in an electronic medium and delivered as set forth inSection 11.02(e). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrower, the Administrative Agent, an L/C Issuer to the address, facsimile number, electronic mail address or telephone number specified for such Person onSchedule 11.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties from time to time; and

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a written notice to the Borrower, the Administrative Agent and the L/C Issuers.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, properly addressed and postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions ofSection 11.02(b)), when delivered; provided, that, notices and other communications to the Borrower, Administrative Agent, the L/C Issuer pursuant toArticle II shall not be effective until actually received by such Person during the person’s normal business hours. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

(b)Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile or electronic transmission of a .pdf copy;provided that original copies are delivered promptly thereafter.

(c)Reliance by Agents and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf

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of the Borrower in the absence of gross negligence or willful misconduct. All telephonic notices to the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

(d)Notice to other Loan Parties. The Borrower agrees that notices to be given to any other Loan Party under this Agreement or any other Loan Document may be given to the Borrower in accordance with the provisions of thisSection 11.02 with the same effect as if given to such other Loan Party in accordance with the terms hereunder or thereunder.

(e) The Borrower hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new, or a Conversion of an existing, Borrowing or other Extension of Credit (including any election of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other Extension of Credit thereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent to an electronic mail address specified by the Administrative Agent to the Borrower. In addition, the Borrower agrees to continue to provide the Communications to the Administrative Agent in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower further agrees that the Administrative Agent may make the Communications available to the Lenders by posting the Communications on IntraLinks or a substantially similar electronic transmission system (the “Platform”).

(f) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF A LOAN DOCUMENT IN BAD FAITH.

(g) The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the

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Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees (i) to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

(h) Each Loan Party hereby acknowledges that certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to any Loan Party or its securities) (each, a “Public Lender”). Each Loan Party hereby agrees that (i) Communications that are to be made available on the Platform to Public Lenders who notify the Borrower and the Administrative Agent of such Lender’s status as a Public Lender shall be clearly and conspicuously marked by such Loan Party as “PUBLIC,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Communications “PUBLIC,” each Loan Party shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Communications as either publicly available information or not material information (although it may contain sensitive business information and remains subject to the confidentiality undertakings ofSection 11.08) with respect to such Loan Party or its securities for purposes of United States Federal and state securities laws, (iii) all Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information,” and (iv) the Administrative Agent shall be entitled to treat any Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

(i) EACH LENDER ACKNOWLEDGES THAT UNITED STATES FEDERAL AND STATE SECURITIES LAWS PROHIBIT ANY PERSON WITH MATERIAL, NON-PUBLIC INFORMATION ABOUT AN ISSUER FROM PURCHASING OR SELLING SECURITIES OF SUCH ISSUER OR, SUBJECT TO CERTAIN LIMITED EXCEPTIONS, FROM COMMUNICATING SUCH INFORMATION TO ANY OTHER PERSON. EACH LENDER AGREES TO COMPLY WITH APPLICABLE LAW AND ITS RESPECTIVE CONTRACTUAL OBLIGATIONS WITH RESPECT TO CONFIDENTIAL AND MATERIAL NON-PUBLIC INFORMATION. Each Lender that is not a Public Lender confirms to the Administrative Agent that such Lender has adopted and will maintain internal policies and procedures reasonably designed to permit such Lender to take delivery of Restricting Information (as defined below) and maintain its compliance with applicable law and its respective contractual obligations with respect to confidential and material non-public information. A Public Lender may elect not to receive Communications and Information that contains material non-public information with respect to the Loan Parties or their securities (such Communications and Information, collectively, “Restricting Information”), in which case it will identify itself to the Administrative Agent as a Public Lender. Such Public Lender shall not take delivery of Restricting Information and shall not participate in conversations or other interactions with the Agent Parties, any Lender or any Loan Party concerning the Facility in which Restricting Information may be discussed. No Agent Party, however, shall by making any Communications and Information (including Restricting Information) available to a Lender (including any Public Lender), by participating in any conversations or other interactions with a Lender (including any Public Lender) or otherwise, be responsible or liable in any way for any decision a Lender (including any Public Lender) may make to limit or to not limit its access to the Communications and Information. In particular, no Agent Party shall have, and the Administrative Agent, on behalf of all Agent Parties, hereby disclaims, any duty to ascertain or inquire as to whether or not a Lender (including any Public Lender) has elected to receive Restricting Information, such Lender’s policies or procedures regarding the safeguarding of material nonpublic information or such Lender’s compliance with

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applicable laws related thereto. Each Public Lender acknowledges that circumstances may arise that require it to refer to Communications and Information that might contain Restricting Information. Accordingly, each Public Lender agrees that it will nominate at least one designee to receive Communications and Information (including Restricting Information) on its behalf and identify such designee (including such designee’s contact information) on such Public Lender’s Administrative Questionnaire. Each Public Lender agrees to notify the Administrative Agent in writing from time to time of such Public Lender’s designee’s address to which notice of the availability of Restricting Information may be sent. Each Public Lender confirms to the Administrative Agent and the Lenders that are not Public Lenders that such Public Lender understands and agrees that the Administrative Agent and such other Lenders may have access to Restricting Information that is not available to such Public Lender and that such Public Lender has elected to make its decision to enter into this Agreement and to take or not take action under or based upon this Agreement, any other Loan Document or related agreement knowing that, so long as such Person remains a Public Lender, it does not and will not be provided access to such Restricting Information. Nothing in thisSection 11.02(i) shall modify or limit a Lender’s (including any Public Lender) obligations underSection 11.08 with regard to Communications and Information and the maintenance of the confidentiality of or other treatment of Communications or Information.

Section 11.03No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Section 11.04Attorney Costs and Expenses. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lead Arranger for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, syndication, execution, delivery and administration of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of Shearman & Sterling LLP and other local and foreign counsel in each relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Lead Arranger and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law but limited to the Attorney Costs of one counsel to the Administrative Agent and the Lenders (and one local counsel in each applicable jurisdiction and, in the event of any actual conflict of interest, one additional counsel to the affected parties). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in thisSection 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under thisSection 11.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Section 11.05Indemnification by the Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-

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Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, trustees, investment advisors and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, taxes, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (limited to the Attorney Costs of one counsel to the Administrative Agent and the Lenders (and one local counsel in each applicable jurisdiction and, in the event of any actual conflict of interest, one additional counsel to the affected parties) incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liability related to the Borrower, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee and whether brought by an Indemnified Party, a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnified Party is a party thereto and whether or not any of the transactions contemplated hereby are consummated; provided, that, such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence, bad faith or willful misconduct of, or breach of a Loan Document in bad faith by, such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document. All amounts due under thisSection 11.05 shall be paid within ten (10) Business Days after demand therefor. The agreements in thisSection 11.05 shall survive the resignation of any Agent, the replacement of any Lender, or any L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Section 11.06Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate.

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Section 11.07Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that, except as otherwise provided herein (including without limitation as permitted underSection 7.04), neither Holdings nor the Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the requirements ofSection 11.07(b), (ii) by way of participation in accordance with the provisions ofSection 11.07(e), (iii) by way of pledge or assignment of a security interest subject to the restrictions ofSection 11.07(g) or (iv) to an SPC in accordance with the provisions ofSection 11.07(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided inSection 11.07(f) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Subject to the conditions set forth inparagraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of thisSection 11.07(b), participations in L/C Obligations) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A) the Borrower (such consent not to be unreasonably withheld); provided, that, no consent of the Borrower shall be required for any assignment to (1) a Lender, an Affiliate of a Lender, an Approved Fund relating thereto or (2) if an Event of Default or a Default described inSection 9.01(a) or(f) has occurred and is continuing, any Assignee;

(B) the Administrative Agent; provided, that, no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to another Lender, an Affiliate of a Lender or an Approved Fund; and

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 (in the case of the Revolving Credit Facility) or $1,000,000 (in the case of a Term Loan) unless the Borrower and the Administrative Agent otherwise consents, provided, that, (1) no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption; and

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(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and any documentation required bySection 3.01(f).

Thisparagraph (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis.

Subject to acceptance and recording thereof by the Administrative Agent pursuant toSection 11.07(e) and receipt by the Administrative Agent from the parties to each assignment of a processing and recordation fee of $3,500, from and after the effective date specified in each Assignment and Assumption, the Assignee thereunder shall be party to this Agreement as a Lender with respect to the interest assigned and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement in addition to any rights and obligations otherwise held by such assignee as a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits ofSections 3.01,3.04,3.05,11.04 and11.05). Upon request, and the surrender by the assigning Lender of its Note (if any), the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with thisclause (b) shall not be an effective assignment hereunder.

(c) (i) Notwithstanding anything to the contrary set forth in thisSection 11.07, assignments of Loans to an Assignee that is an Affiliated Lender shall be permitted (and without the consent of the Administrative Agent or Required Lenders);provided that, in addition to the requirements and specifications set forth inSection 11.07(b)(ii) above, the following additional requirements shall apply with respect to any assignments to an Affiliated Lender:

(A) Affiliated Lenders shall not hold, collectively, at any time, in excess of 15% of the Total Outstandings at any time;

(B) no Affiliated Lender shall have any right to attend (or receive any notice of) any meeting, conference call or correspondence with any Agent or Lender or receive any information from any Agent or Lender, or to have access to the Platform (including, without limitation, that portion of the Platform that has been designated for “private-side” Lenders);

(D) the documentation with respect to which any such assignment is effectuated shall:

(i) specifically identify the assignee as an Affiliated Lender; and

(ii) expressly provide that such Affiliated Lender shall not have any of the voting rights or obligations of a Lender set forth inSection 11.01 of this Agreement (other than in respect ofSection 11.01(b)(i) - (iii)).

(ii) In connection with each assignment to an Affiliated Lender, each Lender hereby acknowledges and agrees that (x) the Borrower or such Affiliated Lender currently may have, and

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later may come into possession of, information regarding the Borrower and its Affiliates, or the Obligations that is not known to such Lender and that may be material to a decision to purchase Loans and Commitments hereunder (any such information, “Excluded Information”), (y) such Lender has determined to enter into such transactions notwithstanding such Lender’s lack of knowledge of the Excluded Information and (z) none of the Borrower, the Administrative Agent nor any of their respective Affiliates shall have any liability to the Lenders, their Affiliates or their respective assigns in connection with any assignments to Affiliated Lenders pursuant to thisSection 11.07(c) arising from such Affiliated Lenders’ possession of any such Excluded Information. Each Lender to the extent permitted by applicable law hereby waives and releases any claims such Lender may have against the Borrower, the Administrative Agent and their respective Affiliates, with respect to the nondisclosure of the Excluded Information, now or in the future, in connection with any assignments to Affiliated Lenders pursuant to thisSection 11.07(c).

(d) The L/C Issuer may assign to one or more Eligible Assignees (other than an Approved Fund) all or a portion of its rights and obligations under the undrawn portion of its Letter of Credit Commitment at any time;provided, that (i) each such assignment shall be to an Eligible Assignee (other than an Approved Fund) and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500.

(e) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and amounts due underSection 2.04, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided, that, such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described inSection 11.01(a) or(b) that directly affects such Participant. Subject toSection 11.07(f), the Borrower agrees that each Participant shall be entitled to the benefits ofSections 3.01 (subject to the requirements ofSection 3.01(e) andSection 3.01(f)),3.04 and3.05 (through the applicable Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant toSection 11.07(b). To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits ofSection 11.09 as though it were a Lender; provided, that, such Participant agrees to be subject toSection 2.13 as though it were a

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Lender. Any Lender that sells participations shall maintain a register meeting the requirements of Treasury Regulation Section 5f.103-1(c) (or any successor regulation), on which it enters the name and the address of each Participant and the principal amounts of each Participant’s participation interest in the Commitments and/or Loans (or other rights or obligations) held by it (the “Participant Register”). The entries in the Participant Register shall be conclusive, absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation interest as the owner thereof for all purposes notwithstanding any notice to the contrary. In maintaining the Participant Register, such Lender shall be acting as the agent of the Borrower solely for purposes of Treasury Regulation Section 5f.103-1(c) and undertakes no other duty, responsibility or obligation to the Borrower (including, without limitation, in no event shall such Lender be considered a fiduciary of the Borrower for any purpose). In addition to maintaining the Participant Register, such Lender shall, upon request, show the Participant Register to the Borrower.

(f) A Participant shall not be entitled to receive any greater payment underSection 3.01,3.04 or3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.

(g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that, no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided, that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations underSection 3.01,3.04 or3.05), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable and such liability shall remain with the Granting Lender, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee Obligation or credit or liquidity enhancement to such SPC.

(i) Notwithstanding anything to the contrary contained herein, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities;

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provided, that, unless and until such trustee actually becomes a Lender in compliance with the other provisions of thisSection 11.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(j) Notwithstanding anything to the contrary contained herein, any L/C Issuer may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer; provided, that, on or prior to the expiration of such 30-day period with respect to such resignation, the relevant L/C Issuer shall have identified, in consultation with the Borrower, a successor L/C Issuer willing to accept its appointment as successor L/C Issuer. In the event of any such resignation of an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer hereunder; provided, that, no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant L/C Issuer. If an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant toSection 2.03(c)).

Section 11.08Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information and to not use or disclose such information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees, trustees, investment advisors and agents, including accountants, legal counsel and other advisors in connection with the Transaction (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any Governmental Authority or examiner regulating any Lender; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) to any pledgee referred to inSection 11.07(g) orSection 11.07(i), counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement; (f) with the written consent of the Borrower; (g) to the extent such Information becomes publicly available other than as a result of a breach of thisSection 11.08 by the disclosing party; (h) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender); or (i) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder. In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of thisSection 11.08, “Information” means all information received from any Loan Party or its Affiliates or its Affiliates’ directors, officers, employees, trustees, investment advisors or agents, relating to Holdings, the Borrower or any of their subsidiaries or their business, other than any such information that is publicly available to any Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of thisSection 11.08, including, without limitation, information delivered pursuant toSection 6.01,6.02 or6.03 hereof.

Section 11.09Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on

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its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer under thisSection 11.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

Section 11.10Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile transmission or electronic transmission of a .pdf copy of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document;provided, that, original signatures shall be promptly delivered thereafter, it being understood that that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by facsimile or electronic transmission.

Section 11.11Integration. This Agreement, together with the other Loan Documents and the Fee Letter, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided, that, the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

Section 11.12Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

Section 11.13Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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Section 11.14GOVERNING LAW. (a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (EXCEPT, WITH RESPECT TO ANY OTHER LOAN DOCUMENT, AS OTHERWISE EXPRESSLY PROVIDED THEREIN).

(b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

Section 11.15WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THISSECTION 11.15 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 11.16Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent shall have been notified by each Lender, and L/C Issuer that each such Lender and L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted bySection 7.04.

Section 11.17Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents or the Secured Hedge Agreements (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent. The provision of thisSection 11.18 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

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Section 11.18USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the USA PATRIOT Act. The Borrower agrees to provide, and to cause each other Loan Party to provide, such information promptly upon request.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


U.S. RENAL CARE, INC., as Borrower
By:	/s/ James D. Shelton
	Name:	James D. Shelton
	Title:	Vice President


ROYAL BANK OF CANADA as Administrative Agent and Collateral Agent
By:	/s/ Yvonne Brazier
	Name:	Yvonne Brazier
	Title:	Manager, Agency


ROYAL BANK OF CANADA, and as a Lender
By:	/s/ Mustafa S. Topiwalla
	Name:	Mustafa S. Topiwalla
	Title:	Authorized Signatory


ROYAL BANK OF CANADA, as L/C Issuer
By:	/s/ Mustafa S. Topiwalla
	Name:	Mustafa S. Topiwalla
	Title:	Authorized Signatory

Administrative Agent’s Office, Certain Addresses for Notice

If to the Administrative Agent:

200 Bay Street, 12th Floor,
South Tower, Royal Bank Plaza,
Toronto, Ontario
M5J 2W7
Attention: Manager, Agency, Fax: 416.842.4023

If to the L/C Issuer:

Royal Bank of Canada
One Liberty Plaza, 3^rd Floor
New York, New York 10006-1404
Attention: Credit Administration, Fax: 212.428.3015

If to the Borrower:

U.S. Renal Care, Inc.
2400 Dallas Parkway, Suite 350
Plano, Texas 75093
Attention: James D. Shelton, Chief Financial Officer
and Thomas L. Weinberg
Executive Vice President and General Counsel
Facsimile: 214.736.2701

Dialysis Corp of America (DCAI) Inactive SC TO-T/AThird party tender offer statement (amended)