Exhibit 10.1 Published Facilities CUSIP Number: 02922XAH1
Published Revolving Credit Commitment CUSIP Number:
02922XAJ7 Published Term B Loan CUSIP Number: 02922XAK4
CREDIT AGREEMENT Dated as of June 22, 2017 among AMERICAN
RENAL HOLDINGS INC., as the Borrower, AMERICAN RENAL
HOLDINGS INTERMEDIATE COMPANY, LLC, as Holdings, SUNTRUST
BANK, as Administrative Agent, Swing Line Lender and L/C
Issuer, and The Other Lenders Party Hereto
_________________ SUNTRUST ROBINSON HUMPHREY, INC. MERRILL
LYNCH, PIERCE, FENNER SMITH INCORPORATED WELLS FARGO
SECURITIES, LLC BARCLAYS BANK PLC and JPMORGAN CHASE BANK,
N.A., as Joint Lead Arrangers and Book Managers MERRILL
LYNCH, PIERCE, FENNER SMITH INCORPORATED and WELLS FARGO
SECURITIES, LLC, as Co-Syndication Agents BARCLAYS BANK PLC
and JPMORGAN CHASE BANK, N.A., as Co-Documentation Agents

TABLE OF CONTENTS Section Page ARTICLE I DEFINITIONS AND
ACCOUNTING TERMS 1.01. DEFINED TERMS
……………………………………………………………………………………………………………………..
1 1.02. OTHER INTERPRETIVE
PROVISIONS…………………………………………………………………………………….
42 1.03. ACCOUNTING TERMS
……………………………………………………………………………………………………………
43 1.04. ROUNDING
…………………………………………………………………………………………………………………………….
43 1.05. TIMES OF
DAY……………………………………………………………………………………………………………………….
43 1.06. LETTER OF CREDIT AMOUNTS
…………………………………………………………………………………………….
44 1.07. CURRENCY EQUIVALENTS GENERALLY
…………………………………………………………………………….
44 ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS 2.01.
THE LOANS
……………………………………………………………………………………………………………………………
44 2.02. BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS
……………………………………. 44 2.03.
LETTERS OF CREDIT
……………………………………………………………………………………………………………..
46 2.04. SWING LINE LOANS
………………………………………………………………………………………………………………
52 2.05. PREPAYMENTS
……………………………………………………………………………………………………………………..
54 2.06. TERMINATION OR REDUCTION OF COMMITMENTS
…………………………………………………………..
57 2.07. REPAYMENT OF LOANS
………………………………………………………………………………………………………..
57 2.08. INTEREST
………………………………………………………………………………………………………………………………
58 2.09. FEES
……………………………………………………………………………………………………………………………………….
58 2.10. COMPUTATION OF INTEREST AND FEES
……………………………………………………………………………..
59 2.11. EVIDENCE OF DEBT
………………………………………………………………………………………………………………
59 2.12. PAYMENTS GENERALLY; ADMINISTRATIVE AGENTS CLAWBACK
………………………………… 59 2.13. SHARING OF
PAYMENTS BY LENDERS
………………………………………………………………………………..
61 2.14. CASH
COLLATERAL………………………………………………………………………………………………………………
61 2.15. DEFAULTING LENDERS
………………………………………………………………………………………………………..
62 2.16. INCREASE IN COMMITMENTS
………………………………………………………………………………………………
64 2.17. EXTENDED TERM LOANS AND EXTENDED REVOLVING CREDIT
COMMITMENTS ………….. 66 2.18. REFINANCING TERM LOANS
………………………………………………………………………………………………..
68 2.19. REPLACEMENT REVOLVING CREDIT COMMITMENTS
……………………………………………………….
69 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY 3.01.
TAXES
……………………………………………………………………………………………………………………………………
70 3.02. ILLEGALITY
…………………………………………………………………………………………………………………………..
73 3.03. INABILITY TO DETERMINE RATES
………………………………………………………………………………………
73 3.04. INCREASED COSTS
……………………………………………………………………………………………………………….
74 3.05. COMPENSATION FOR LOSSES
………………………………………………………………………………………………
75 3.06. MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS
……………………………………………….. 75
3.07. SURVIVAL
……………………………………………………………………………………………………………………………..
75 ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01. CONDITIONS TO INITIAL CREDIT EXTENSION
……………………………………………………………………
76 4.02. CONDITIONS TO ALL CREDIT EXTENSIONS
………………………………………………………………………..
77 -i-

ARTICLE V REPRESENTATIONS AND WARRANTIES 5.01. EXISTENCE,
QUALIFICATION AND POWER
…………………………………………………………………………
78 5.02. AUTHORIZATION; NO CONTRAVENTION
…………………………………………………………………………….
78 5.03. GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS
……………………………………………………
78 5.04. BINDING EFFECT
…………………………………………………………………………………………………………………..
78 5.05. FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT
…………………………………………… 78
5.06. LITIGATION
…………………………………………………………………………………………………………………………..
79 5.07. OWNERSHIP OF PROPERTY; LIENS; INVESTMENTS
…………………………………………………………….
79 5.08. ENVIRONMENTAL COMPLIANCE
…………………………………………………………………………………………
80 5.09. INSURANCE
…………………………………………………………………………………………………………………………..
80 5.10. TAXES
……………………………………………………………………………………………………………………………………
80 5.11. ERISA COMPLIANCE
……………………………………………………………………………………………………………..
81 5.12. SUBSIDIARIES; EQUITY INTERESTS; LOAN PARTIES
………………………………………………………….
81 5.13. MARGIN REGULATIONS; INVESTMENT COMPANY ACT
…………………………………………………….
81 5.14. DISCLOSURE
………………………………………………………………………………………………………………………….
81 5.15. COMPLIANCE WITH LAWS
……………………………………………………………………………………………………
82 5.16. INTELLECTUAL PROPERTY; LICENSES, ETC.
………………………………………………………………………
82 5.17. SOLVENCY
…………………………………………………………………………………………………………………………….
82 5.18. LABOR MATTERS
………………………………………………………………………………………………………………….
82 5.19. COLLATERAL DOCUMENTS
…………………………………………………………………………………………………
82 5.20. USE OF PROCEEDS
………………………………………………………………………………………………………………..
82 5.21. SENIOR DEBT
………………………………………………………………………………………………………………………..
82 5.22. ANTI-MONEY LAUNDERING AND ECONOMIC SANCTIONS LAWS.
…………………………………… 82 ARTICLE VI
AFFIRMATIVE COVENANTS 6.01. FINANCIAL STATEMENTS
…………………………………………………………………………………………………….
83 6.02. CERTIFICATES; OTHER INFORMATION
……………………………………………………………………………….
84 6.03. NOTICES
………………………………………………………………………………………………………………………………..
86 6.04. PAYMENT OF TAXES
…………………………………………………………………………………………………………….
87 6.05. PRESERVATION OF EXISTENCE, ETC.
………………………………………………………………………………….
87 6.06. MAINTENANCE OF
PROPERTIES…………………………………………………………………………………………..
87 6.07. MAINTENANCE OF INSURANCE
…………………………………………………………………………………………..
87 6.08. COMPLIANCE WITH LAWS
……………………………………………………………………………………………………
87 6.09. BOOKS AND RECORDS
………………………………………………………………………………………………………….
87 6.10. INSPECTION RIGHTS
……………………………………………………………………………………………………………..
87 6.11. ERISA COMPLIANCE
……………………………………………………………………………………………………………..
87 6.12. COVENANT TO GUARANTEE OBLIGATIONS AND GIVE
SECURITY …………………………………… 88
6.13. COMPLIANCE WITH ENVIRONMENTAL LAWS
……………………………………………………………………
89 6.14. FURTHER ASSURANCES
……………………………………………………………………………………………………….
89 6.15. DESIGNATION OF SUBSIDIARIES
…………………………………………………………………………………………
90 6.16. QUALIFIED SUBSIDIARIES
……………………………………………………………………………………………………
90 6.17. MAINTENANCE OF RATINGS
………………………………………………………………………………………………..
90 6.18. POST-CLOSING DELIVERABLES
…………………………………………………………………………………………..
91 ARTICLE VII NEGATIVE COVENANTS 7.01. LIENS
……………………………………………………………………………………………………………………………………..
91 7.02. INDEBTEDNESS
……………………………………………………………………………………………………………………..
93 7.03.
INVESTMENTS……………………………………………………………………………………………………………………….
96 7.04. FUNDAMENTAL CHANGES
…………………………………………………………………………………………………..
99 7.05. DISPOSITIONS
……………………………………………………………………………………………………………………..
100 -ii-

7.06. RESTRICTED PAYMENTS
…………………………………………………………………………………………………….
101 7.07. CHANGE IN NATURE OF BUSINESS
……………………………………………………………………………………
103 7.08. TRANSACTIONS WITH AFFILIATES
……………………………………………………………………………………
103 7.09. BURDENSOME AGREEMENTS
…………………………………………………………………………………………….
105 7.10. CONSOLIDATED NET LEVERAGE RATIO
……………………………………………………………………………
106 7.11. SALE AND LEASEBACK TRANSACTIONS
…………………………………………………………………………..
106 7.12. AMENDMENTS OF ORGANIZATION DOCUMENTS
…………………………………………………………….
107 7.13. FISCAL YEAR
……………………………………………………………………………………………………………………….
107 7.14. PREPAYMENTS, ETC. OF INDEBTEDNESS
………………………………………………………………………….
107 7.15. HOLDING COMPANY
…………………………………………………………………………………………………………..
107 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES 8.01.
EVENTS OF DEFAULT
………………………………………………………………………………………………………….
107 8.02. REMEDIES UPON EVENT OF DEFAULT
………………………………………………………………………………
109 8.03. APPLICATION OF FUNDS
…………………………………………………………………………………………………….
110 8.04. BORROWERS RIGHT TO CURE
…………………………………………………………………………………………..
111 ARTICLE IX ADMINISTRATIVE AGENT 9.01. APPOINTMENT AND
AUTHORITY
………………………………………………………………………………………
111 9.02. RIGHTS AS A LENDER
…………………………………………………………………………………………………………
112 9.03. EXCULPATORY PROVISIONS
………………………………………………………………………………………………
112 9.04. RELIANCE BY ADMINISTRATIVE AGENT
…………………………………………………………………………..
113 9.05. DELEGATION OF DUTIES
…………………………………………………………………………………………………….
113 9.06. RESIGNATION OF ADMINISTRATIVE AGENT
…………………………………………………………………….
113 9.07. NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER
LENDERS …………………………… 114 9.08. NO
OTHER DUTIES, ETC.
……………………………………………………………………………………………………..
114 9.09. ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM;
CREDIT BIDDING ………………….. 114 9.10. COLLATERAL
AND GUARANTY MATTERS
………………………………………………………………………..
115 9.11. SECURED CASH MANAGEMENT AGREEMENTS AND SECURED
HEDGE AGREEMENTS … 116 9.12. WITHHOLDING
TAX…………………………………………………………………………………………………………….
116 ARTICLE X CONTINUING GUARANTY 10.01. GUARANTY
………………………………………………………………………………………………………………………….
117 10.02. RIGHTS OF LENDERS
…………………………………………………………………………………………………………..
117 10.03. CERTAIN WAIVERS
……………………………………………………………………………………………………………..
117 10.04. OBLIGATIONS INDEPENDENT
…………………………………………………………………………………………….
117 10.05. SUBROGATION
…………………………………………………………………………………………………………………….
117 10.06. TERMINATION; REINSTATEMENT
………………………………………………………………………………………
118 10.07. SUBORDINATION
………………………………………………………………………………………………………………..
118 10.08. STAY OF ACCELERATION
…………………………………………………………………………………………………..
118 10.09. CONDITION OF
BORROWER………………………………………………………………………………………………..
118 ARTICLE XI MISCELLANEOUS 11.01. AMENDMENTS, ETC.
……………………………………………………………………………………………………………
118 11.02. NOTICES; EFFECTIVENESS; ELECTRONIC
COMMUNICATIONS
……………………………………….. 120 11.03.
RELIANCE BY ADMINISTRATIVE AGENT, L/C ISSUER AND LENDERS
……………………………. 122 11.04. NO WAIVER;
CUMULATIVE REMEDIES; ENFORCEMENT
………………………………………………….
122 11.05. EXPENSES; INDEMNITY; DAMAGE
WAIVER………………………………………………………………………
122 -iii-

11.06. PAYMENTS SET ASIDE
………………………………………………………………………………………………………..
123 11.07. SUCCESSORS AND ASSIGNS
……………………………………………………………………………………………….
124 11.08. TREATMENT OF CERTAIN INFORMATION;
CONFIDENTIALITY
………………………………………. 128 11.09.
RIGHT OF SETOFF
………………………………………………………………………………………………………………..
129 11.10. INTEREST RATE LIMITATION
……………………………………………………………………………………………..
129 11.11. COUNTERPARTS; INTEGRATION; EFFECTIVENESS
…………………………………………………………..
130 11.12. SURVIVAL OF REPRESENTATIONS AND WARRANTIES
…………………………………………………….
130 11.13. SEVERABILITY
…………………………………………………………………………………………………………………….
130 11.14. REPLACEMENT OF LENDERS
……………………………………………………………………………………………..
130 11.15. GOVERNING LAW; JURISDICTION; ETC.
…………………………………………………………………………….
131 11.16. WAIVER OF JURY TRIAL
……………………………………………………………………………………………………..
132 11.17. NO ADVISORY OR FIDUCIARY RESPONSIBILITY
………………………………………………………………
132 11.18. ELECTRONIC EXECUTION OF ASSIGNMENTS AND CERTAIN
OTHER DOCUMENTS ………. 132 11.19. USA PATRIOT ACT
………………………………………………………………………………………………………………
133 11.20. AFFILIATED LENDERS
………………………………………………………………………………………………………..
133 11.21. ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA
FINANCIAL INSTITUTIONS … 133 SCHEDULES 2.01 Commitments
and Applicable Percentages 5.03 Certain Authorizations 5.06
Litigation 5.07(b) Liens 5.12 Subsidiaries 6.12 Guarantors
6.18 Post-Closing Deliverables 7.02 Existing Indebtedness
7.03 Existing Investments 7.08 Affiliate Transactions 11.02
Administrative Agents Office, Certain Addresses for Notices
EXHIBITS Form of A Committed Loan Notice B Swing Line Loan
Notice C-1 Term B Note C-2 Revolving Credit Note D
Compliance Certificate E-1 Assignment and Assumption E-2
Form of Affiliated Lender Assignment and Assumption F
Subsidiary Guaranty G Security Agreement H-1 Tax Status
Certificate (For Non-Bank Foreign Lenders That Are Not
Partnerships For U.S. Federal Income Tax Purposes) H-2 Tax
Status Certificate (For Non-Bank Foreign Lenders That Are
Partnerships For U.S. Federal Income Tax Purposes) H-3 Tax
Status Certificate (For Non-Bank Foreign Participants That
Are Not Partnerships For U.S. Federal Income Tax Purposes)
H-4 Tax Status Certificate (For Non-Bank Foreign
Participants That Are Partnerships For U.S. Federal Income
Tax Purposes) I-1 Perfection Certificate I-2 Perfection
Certificate Supplement J Solvency Certificate -iv-

K Loan Offer Provisions -v-

CREDIT AGREEMENT This CREDIT AGREEMENT (as amended,
modified, waived, amended and restated, or otherwise
changed, in each case in accordance with the terms hereof,
this Agreement) is entered into as of June 22, 2017, among
AMERICAN RENAL HOLDINGS INC. (the Borrower), AMERICAN RENAL
HOLDINGS INTERMEDIATE COMPANY, LLC, a Delaware limited
liability company (Holdings), each lender from time to time
party hereto (collectively, the Lenders and individually, a
Lender), and SUNTRUST BANK, as Administrative Agent, Swing
Line Lender and L/C Issuer. PRELIMINARY STATEMENTS: The
Borrower has requested that the Lenders extend credit to
the Borrower in the form of (i) the Term B Loans on the
Closing Date in an initial aggregate principal amount of
$440,000,000 and (ii) a Revolving Credit Facility in an
initial aggregate principal amount of $100,000,000. The
proceeds of the Term B Loans on the Closing Date will be
used to fund the Transactions, with the balance, if any, to
be used for general corporate purposes. The Borrower will
use the proceeds of the Revolving Credit Loans and Swing
Line Loans to finance the working capital needs of the
Borrower and its Subsidiaries and for general corporate
purposes. 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 1.01.
Defined Terms. As used in this Agreement, the following
terms shall have the meanings set forth below: Acquired
Debt means, with respect to any specified Person: (a)
Indebtedness of any other Person existing at the time such
other Person is merged with or into or became a Subsidiary
of such specified Person, whether or not such Indebtedness
is incurred in connection with, or in contemplation of,
such other Person merging with or into, or becoming a
Subsidiary of, such specified Person; and (b) Indebtedness
secured by a Lien encumbering any asset acquired by such
specified Person. Acquisition Consideration means the
purchase consideration for any Investment made to Section
7.03(g) and all other payments by Holdings or any of its
Restricted Subsidiaries in exchange for, or as part of, or
in connection with, such Investment, whether in cash or
non-cash (including by exchange of Equity Interests or of
properties or otherwise) and whether payable at or prior to
the consummation of such Investment or deferred for payment
at any future time, whether or not any such future payment
is subject to the occurrence of any contingency, and
includes any and all payments representing the purchase
price (including the amount of any deferred purchase price
obligations) and any assumptions of Indebtedness, earn-outs
and other agreements to make any payment the amount of
which is, or the terms of payment of which are, in any
respect subject to or contingent upon the revenues, income,
cash flow or profits (or the like) of any person or
business; provided that any such future payment that is
subject to a contingency shall be considered Acquisition
Consideration only to the extent of the reserve, if any,
required under GAAP at the time of such sale to be
established in respect thereof by Holdings or any of its
Restricted Subsidiaries.

Act means the USA PATRIOT Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)). Additional Commitments
means Additional Revolving Credit Commitments or Additional
Term Commitments. Additional Commitments Effective Date has
the meaning specified in Section 2.16(b). Additional Credit
Extension Amendment means an amendment to this Agreement
(which may, at the option of the Administrative Agent and
the Borrower, be in the form of an amendment and
restatement of this Agreement) providing for any Additional
Commitments to Section 2.16, Extended Term Loans and/or
Extended Revolving Credit Commitments to Section 2.17,
Refinancing Term Loans to Section 2.18, and/or Replacement
Revolving Credit Commitments to Section 2.19, which shall
be consistent with the applicable provisions of this
Agreement and otherwise reasonably satisfactory to the
parties thereto. Each Additional Credit Extension Amendment
shall be executed by the L/C Issuer and/or the Swing Line
Lender (to the extent Section 11.01 would require the
consent of the L/C Issuer and/or the Swing Line Lender,
respectively, for the amendments effected in such
Additional Credit Extension Amendment), the Administrative
Agent, the Loan Parties and the other parties specified in
Section 2.16, 2.17, 2.18 or 2.19, as applicable, of this
Agreement (but not any other Lender not specified in
Section 2.16, 2.17, 2.18 or 2.19, as applicable, of this
Agreement), but shall not effect any amendments that would
require the consent of each affected Lender or all Lenders
to the first proviso in the first paragraph of Section
11.01. Any Additional Credit Extension Amendment may
include conditions for delivery of opinions of counsel and
other documentation consistent with the conditions in
Section 4.01 of this Agreement and certificates confirming
satisfaction of conditions consistent with Section 4.02,
all to the extent reasonably requested by the
Administrative Agent or the other parties to such
Additional Credit Extension Amendment. Additional Revolving
Credit Commitments has the meaning specified in Section
2.16(a). Additional Term Commitments has the meaning
specified in Section 2.16(a). Additional Term Loans means
loans made to Additional Term Commitments. Administrative
Agent means SunTrust Bank in its capacity as administrative
agent under any of the Loan Documents, or any successor
administrative agent. Administrative Agents Office means
the Administrative Agents address and, as appropriate,
account as set forth on Schedule 11.02, or such other
address or account as the Administrative Agent may from
time to time notify to the Borrower and the Lenders.
Administrative Questionnaire means an Administrative
Questionnaire in a form approved 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. No Person in whom
a Receivables Subsidiary makes an Investment in connection
with a Qualified Receivables Transaction will be deemed to
be an Affiliate of the Borrower or any of its Subsidiaries
solely by reason of such Investment. Affiliated Lender has
the meaning assigned to such term in Section 11.20.
Affiliated Lender Assignment and Assumption has the meaning
assigned to such term in Section 11.07(d)(iii). Agent
Parties has the meaning specified in Section 11.02(c).
Agreement has the meaning specified in the introductory
paragraph hereto. -2-

Applicable ECF Percentage means, for any fiscal year, (a)
50% if the Consolidated Net Leverage Ratio as of the last
day of such fiscal year is greater than 5.00:1.00, (b)
25.0% if the Consolidated Net Leverage Ratio as of the last
day of such fiscal year is less than or equal to 5.00:1.00
but greater than 4.00:1.00 and (c) 0.0% if the Consolidated
Net Leverage Ratio as of the last day of such fiscal year
is less than or equal to 4.00:1.00. Applicable Fee Rate
means, for any fiscal quarter, (i) from the Closing Date
until the first delivery of financial statements after the
Closing Date to Section 6.01, 0.50% and (ii) thereafter,
the applicable percentage per annum set forth below
determined by reference to the Consolidated Net Leverage
Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent to Section
6.02(b): Applicable Fee Rate Pricing Level Consolidated Net
Leverage Ratio Applicable Fee Rate 1 3.00:1.00 0.500% 2
3.00:1.00 0.375% Any increase or decrease in the Applicable
Fee Rate resulting from a change in the Consolidated Net
Leverage Ratio shall become effective as of the first
Business Day immediately following the date a Compliance
Certificate is delivered to Section 6.02(b); provided,
however, that if a Compliance Certificate is not delivered
when due in accordance with such Section, then, upon the
request of the Required Revolving Lenders, Pricing Level 1
shall apply, in each case as of the first Business Day
after the date on which such Compliance Certificate was
required to have been delivered and in each case shall
remain in effect until the date on which such Compliance
Certificate is delivered. Applicable Percentage means (a)
in respect of the Term B Facility, with respect to any Term
B Lender at any time, the percentage (carried out to the
ninth decimal place) of the Term B Facility represented by
(i) on or prior to the Closing Date, such Term B Lenders
Term B Commitment at such time, subject to adjustment as
provided in Section 2.15, and (ii) thereafter, the
principal amount of such Term B Lenders Term B Loans at
such time, (b) in respect of any other Class of Term Loans
or Term Commitments, with respect to any Term Lender under
such Class at any time, the percentage (carried out to the
ninth decimal place) of such Class of Term Loans or Term
Commitments, as applicable, represented by the principal
amount of such Term Lenders Term Loans or the amount of
such Term Lenders Term Commitments, as applicable, of such
Class at such time, subject to adjustment as provided in
Section 2.15, and (c) in respect of the Revolving Credit
Facility, with respect to any Revolving Credit Lender at
any time, the percentage (carried out to the ninth decimal
place) of the Revolving Credit Facility represented by such
Revolving Credit Lenders Revolving Credit Commitment at
such time, subject to adjustment as provided in Section
2.15. If the commitment of each Revolving Credit Lender to
make Revolving Credit Loans and the obligation of the L/C
Issuer to make L/C Credit Extensions have been terminated
to Section 8.02, or if the Revolving Credit Commitments
have expired, then the Applicable Percentage of each
Revolving Credit Lender in respect of the Revolving Credit
Facility shall be determined based on the Applicable
Percentage of such Revolving Credit Lender in respect of
the Revolving Credit Facility most recently in effect,
giving effect to any subsequent assignments. The initial
Applicable Percentage of each Lender in respect of each
Facility is set forth opposite the name of such Lender on
Schedule 2.01 or in the Assignment and Assumption to which
such Lender becomes a party hereto, as applicable.
Applicable Rate means a percentage per annum equal to: (a)
with respect to the Term B Loans, 3.25% for Eurodollar Rate
Loans, and 2.25% for Base Rate Loans; (b) with respect to
the Revolving Credit Loans and Swing Line Loans, (i) from
the Closing Date until the first delivery of financial
statements after the Closing Date to Section 6.01, 2.50%
for Eurodollar Rate Loans and 1.50% for Base Rate Loans,
and (ii) thereafter, the applicable percentage per annum
set forth below determined by reference to the Consolidated
Net Leverage Ratio as set forth in the most recent
Compliance Certificate received by the Administrative Agent
to Section 6.02(b): -3-

Applicable Rate Pricing Level Consolidated Net Leverage
Ratio Eurodollar Rate Loans (Letter of Credit Fees) Base
Rate Loans 1 5.00:1.00 3.00% 2.00% 2 5.00:1.00 and
4.00:1.00 2.75% 1.75% 3 4.00:1.00 and 3.00:1.00 2.50% 1.50%
4 3.00:1.00 2.25% 1.25% ; and (c) with respect to any other
Class of Term Loans, as specified in the Additional Credit
Extension Amendment related thereto. Any increase or
decrease in the Applicable Rate resulting from a change in
the Consolidated Net Leverage Ratio shall become effective
as of the first Business Day immediately following the date
a Compliance Certificate is delivered to Section 6.02(b);
provided, however, that if a Compliance Certificate is not
delivered when due in accordance with such Section, then,
upon the request of the Required Revolving Lenders, Pricing
Level 1 shall apply, in each case as of the first Business
Day after the date on which such Compliance Certificate was
required to have been delivered and in each case shall
remain in effect until the date on which such Compliance
Certificate is delivered. Applicable Revolving Credit
Percentage means with respect to any Revolving Credit
Lender at any time, such Revolving Credit Lenders
Applicable Percentage in respect of the Revolving Credit
Facility at such time. Approved Fund means any Fund that is
administered or managed by (a) a Lender, (b) an Affiliate
of a Lender or (c) an entity or an Affiliate of an entity
that administers or manages a Lender. Assignee Group means
two or more Eligible Assignees that are Affiliates of one
another or two or more Approved Funds managed by the same
investment advisor. Assignment and Assumption means an
assignment and assumption entered into by a Lender and an
Eligible Assignee (with the consent of any party whose
consent is required by Section 11.07(b)), and accepted by
the Administrative Agent, in substantially the form of
Exhibit E-1 or any other form approved by the
Administrative Agent. Audited Financial Statements means
the audited consolidated balance sheet of the Borrower and
its Subsidiaries for the fiscal years ended December 31,
2014, 2015 and 2016 and the related consolidated statements
of income or operations, shareholders equity and cash flows
for such fiscal years of the Borrower and its Subsidiaries,
including the notes thereto. Auto-Extension Letter of
Credit has the meaning specified in Section 2.03(b)(iii).
Auto-Reinstatement Letter of Credit has the meaning
specified in Section 2.03(b)(iv). Availability Period means
in respect of the Revolving Credit Facility, the period
from and including the Closing Date to the earliest of (i)
the Maturity Date for the Revolving Credit Facility, (ii)
the date of termination of the Revolving Credit Commitments
to Section 2.06, and (iii) the date of termination of the
commitment of each Revolving Credit Lender to make
Revolving Credit Loans and of the obligation of the L/C
Issuer to make L/C Credit Extensions to Section 8.02.
Bail-In Action means the exercise of any Write-Down and
Conversion Powers by the applicable EEA Resolution
Authority in respect of any liability of an EEA Financial
Institution. -4-

Bail-In Legislation means, with respect to any EEA Member
Country implementing Article 55 of Directive 2014/59/EU of
the European Parliament and of the Council of the European
Union, the implementing law for such EEA Member Country
from time to time which is described in the EU Bail-In
Legislation Schedule. Base Rate means for any day a
fluctuating rate per annum equal to the highest of (i) the
rate of interest which the Administrative Agent announces
from time to time as its prime lending rate, as in effect
from time to time (the Prime Rate), (ii) the Federal Funds
Rate, as in effect from time to time, plus one-half of one
percent (0.50%) per annum, (iii) the Eurodollar Rate for an
Interest Period of one (1) month, plus one percent (1.00%)
per annum (any changes in such rates to be effective as of
the date of any change in such rate), and (iv) zero percent
(0.00%) per annum. The Administrative Agents prime lending
rate is a reference rate and does not necessarily represent
the lowest or best rate actually charged to any customer.
The Administrative Agent may make commercial loans or other
loans at rates of interest at, above, or below the
Administrative Agents prime lending rate. If the
Administrative Agent shall have determined (which
determination should be conclusive absent manifest error)
that it is unable to ascertain the Federal Funds Rate for
any reason, including the inability or failure of the
Administrative Agent to obtain sufficient quotations in
accordance with the terms of the definition thereof, the
Base Rate shall be determined without regard to clause (ii)
of the preceding sentence until the circumstances giving
rise to such inability no longer exist. Any change in the
Base Rate due to a change in the Prime Rate, the Federal
Funds Rate or the Eurodollar Rate shall be effective on the
effective date of such change in the Prime Rate, the
Federal Funds Rate or the Eurodollar Rate, as the case may
be. Base Rate Loan means a Loan that bears interest based
on the Base Rate. Big Boy Letter means a letter from a
Lender acknowledging that (1) an Affiliated Lender may have
material information that has not previously been disclosed
to the Administrative Agent and the Lenders (Excluded
Information), (2) the Excluded Information may not be
available to such Lender, (3) such Lender has independently
and without reliance on any other party made its own
analysis and determined to assign Term Loans to an
Affiliated Lender to Section 11.07(d) notwithstanding its
lack of knowledge of the Excluded Information and (4) such
Lender waives and releases any claims it may have against
the Administrative Agent, such Affiliated Lender, Holdings
and its Subsidiaries with respect to the nondisclosure of
the Excluded Information; or otherwise in form and
substance reasonably satisfactory to such Affiliated Lender
and assigning Lender. Board of Directors means, with
respect to any Person, (i) in the case of any corporation,
the board of directors of such Person, (ii) in the case of
any limited liability company, the board of managers of
such Person, (iii) in the case of any partnership, the
board of directors of the general partner of such Person
and (iv) in any other case, the functional equivalent of
the foregoing. Book Managers means SunTrust Robinson
Humphrey, Inc., Merrill Lynch, Pierce, Fenner Smith
Incorporated (or any other registered broker-dealer
wholly-owned by Bank of America Corporation to which all or
substantially all of Bank of America Corporations or any of
its subsidiaries investment banking, commercial lending
services or related businesses may be transferred following
the date of this Agreement), Wells Fargo Securities, LLC,
Barclays Bank PLC and JPMorgan Chase Bank, N.A. Borrower
has the meaning specified in the introductory paragraph
hereto. Borrower Materials has the meaning specified in
Section 6.02. Borrowing means a borrowing of Loans to
Section 2.01 or to any Additional Credit Extension
Amendment. 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 state where the Administrative Agents Office
is located and, if such day relates to any Eurodollar Rate
Loan or any Base Rate Loan bearing interest at a rate based
on the Eurodollar Rate, means any such day that is also a
London Banking Day. Calculation Date has the meaning
specified in the definition of Pro Forma Basis. -5-

Call Right has the meaning assigned to such term in the
Loan Servicing Agreement. Capital Expenditures means, for
any period, the aggregate of all expenditures (whether paid
in cash or accrued as liabilities and including in all
events all amounts expended or capitalized under
Capitalized Leases) by the Borrower and its Restricted
Subsidiaries during such period that, in conformity with
GAAP, are or are required to be included as capital
expenditures on the consolidated statement of cash flows of
such Person. Capitalized Leases means all leases that have
been or should be, in accordance with GAAP, recorded as
capitalized leases. Capitalized Software Expenditures
means, for any period, the aggregate of all expenditures
(whether paid in cash or accrued as liabilities) by the
Borrower and its Restricted Subsidiaries during such period
in respect of licensed or purchased software or internally
developed software and software enhancements that, in
conformity with GAAP, are or are required to be reflected
as capitalized costs on the consolidated balance sheet of
such Person. Cash Collateral Account means a blocked
account at a commercial bank specified by the
Administrative Agent in the name of the Administrative
Agent and under the sole dominion and control of the
Administrative Agent, and otherwise established in a manner
reasonably satisfactory to the Administrative Agent. Cash
Collateralize means to pledge and deposit with or deliver
to the Administrative Agent, for the benefit of the
Administrative Agent, L/C Issuer or Swing Line Lender (as
applicable) and the Lenders, as collateral for L/C
Obligations, Loan Obligations in respect of Swing Line
Loans, or obligations of Lenders to fund participations in
respect of either thereof (as the context may require),
cash or deposit account balances or, if the L/C Issuer or
Swing Line Lender benefiting from such collateral shall
agree in its sole discretion, other credit support, in each
case to documentation in form and substance reasonably
satisfactory to (a) the Administrative Agent and (b) the
L/C Issuer or the Swing Line Lender (as applicable). Cash
Collateral shall have a meaning correlative to the
foregoing and shall include the proceeds of such cash
collateral and other credit support. Cash Equivalents means
any of the following types of investments, to the extent
owned by the Borrower or any of its Subsidiaries free and
clear of all Liens (other than Liens created under the
Collateral Documents and other Liens permitted hereunder):
(a) readily marketable obligations issued or directly and
fully guaranteed or insured by the United States or any
agency or instrumentality thereof having maturities of not
more than 12 months from the date of acquisition thereof;
provided that the full faith and credit of the United
States is pledged in support thereof; (b) direct
obligations issued by any state of the United States or any
political subdivision of any such state, or any public
instrumentality thereof, in each case having maturities of
not more than 12 months 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 organized under the laws of the United
States of America, any state thereof or the District of
Columbia or is the principal banking subsidiary of a bank
holding company organized under the laws of the United
States, any state thereof or the District of Columbia, and
is a member of the Federal Reserve System, (ii) issues (or
the parent of which issues) commercial paper rated as
described in clause (c) of this definition and (iii) has
combined capital and surplus of at least $500,000,000, in
each case with maturities of not more than 12 months from
the date of acquisition thereof; (d) commercial paper and
variable or fixed rate notes issued by any Person organized
under the laws of any state of the United States and rated
at least Prime-1 (or the then equivalent grade) by Moodys
or at least A-2 (or the then equivalent grade) by SP, in
each case with maturities of not more than 12 months from
the date of acquisition thereof; -6-

(e) repurchase obligations with a term of not more than one
year for underlying securities of the types described in
clauses (a) and (c) above entered into with any financial
institution meeting the qualifications specified in clause
(c) above; and (f) money market funds at least 95% of the
assets of which constitute Cash Equivalents of the kinds
described in clauses (a) through (d) of this definition or
money market funds that comply with the criteria set forth
in SEC Rule 2a-7 under the Investment Company Act of 1940,
as amended. Cash Management Agreement means any agreement
to provide cash management services, including treasury,
depository, overdraft, credit or debit card, electronic
funds transfer and other cash management arrangements. Cash
Management Bank means any Person that, at the time it
enters into a Cash Management Agreement, is a Lender, an
Affiliate of a Lender or an Agent Party, in its capacity as
a party to such Cash Management Agreement. Cashless
Rollover Amount means, as to any Cashless Rollover Lender,
the amount specified as the Existing Term Loan Principal /
Allocated Amount in Exhibit A to its Cashless Rollover
Letter. Cashless Rollover Lender means each lender under
the Existing Credit Agreement that has elected to
participate in the exchange of its term loans under the
Existing Credit Agreement for Term B Loans hereunder in an
equal aggregate principal amount. Cashless Rollover Letter
means each written agreement among the Borrower, the
Administrative Agent and each Cashless Rollover Lender.
Casualty Event means any event that gives rise to the
receipt by the Borrower or any Restricted 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. CERCLA means the
Comprehensive Environmental Response, Compensation and
Liability Act of 1980. CERCLIS means the Comprehensive
Environmental Response, Compensation and Liability
Information System maintained by the U.S. Environmental
Protection Agency. CFC means a Person that is a controlled
foreign corporation under Section 957 of the Code. Change
in Law means the occurrence, after the date of this
Agreement, of any of the following: (a) the adoption or
taking effect of any law, rule, regulation or treaty, (b)
any change in any law, rule, regulation or treaty or in the
administration, interpretation, implementation or
application thereof by any Governmental Authority or (c)
the making or issuance of any request, rule, guideline or
directive (whether or not having the force of law) by any
Governmental Authority; provided that notwithstanding
anything herein to the contrary, (x) the Dodd-Frank Wall
Street Reform and Consumer Protection Act and all requests,
rules, guidelines or directives thereunder or issued in
connection therewith and (y) all requests, rules,
guidelines or directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the
United States regulatory authorities, in each case to Basel
III, shall in each case be deemed to be a Change in Law,
regardless of the date enacted, adopted or issued. Change
of Control means an event or series of events by which: (a)
(i) any person or group (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, but
excluding any employee benefit plan of such person or its
subsidiaries, and any person or entity acting in its
capacity as trustee, agent or other fiduciary or
administrator of any such plan, unless such plan is part of
a group) other than the Permitted Holders (New Holders)
shall beneficially own (as defined in Rules 13d-3 and 13d-5
under the Securities Exchange Act -7-

of 1934, except that a person or group shall be deemed to
have beneficial ownership of all securities that such
person or group has the right to acquire, whether such
right is exercisable immediately or only after the passage
of time) Voting Stock of Holdings representing 35% or more
of the combined voting power of all Voting Stock of
Holdings and (ii) the Permitted Holders shall beneficially
own (as defined in clause (a)) Voting Stock of Holdings
representing less than the percentage of such Voting Stock
beneficially owned by the New Holders; or (b) Holdings
shall cease, directly or indirectly, to own and control
legally and beneficially all of the Equity Interests in the
Borrower; or (c) a change of control or any comparable term
under any Indebtedness for borrowed money incurred to
Section 7.02(b) or any Permitted Refinancing Indebtedness
in respect of any of the foregoing shall have occurred.
Notwithstanding the preceding or any provision of Rule
13d-3 of the Securities Exchange Act of 1934 (or any
successor provision), (i) a Person or group shall not be
deemed to beneficially own securities subject to an equity
or asset purchase agreement, merger agreement or similar
agreement (or voting or option or similar agreement related
thereto) until the consummation of the transactions
contemplated by such agreement and (ii) if any group
includes one or more Permitted Holders, the issued and
outstanding Voting Stock of Holdings beneficially owned,
directly or indirectly, by any Permitted Holders that are
part of such group shall not be treated as being
beneficially owned by any other member of such group for
purposes of determining whether a Change of Control has
occurred; provided that the Permitted Holders beneficially
own, directly or indirectly, Equity Interests having more
than 50.0% of the total voting power of the Voting Stock of
Holdings (or any other direct or indirect parent company of
Holdings) held by such group. For purposes of this
definition and any related definition to the extent used
for purposes of this definition, at any time when more than
50.0% of the total voting power of the Voting Stock of
Holdings is directly or indirectly owned by or a direct or
indirect parent company of the Holdings, all references to
Holdings shall be deemed to refer to its ultimate parent
company (but excluding the Sponsor) that directly or
indirectly owns such Voting Stock. Class means (i) with
respect to any Commitment, its character as a Revolving
Credit Commitment, a Term B Commitment or any other group
of Commitments (whether established by way of new
Commitments or by way of conversion or extension of
existing Commitments or Loans) designated as a Class in an
Additional Credit Extension Amendment and (ii) with respect
to any Loans, its character as a Revolving Credit Loan, a
Swing Line Loan, a Term B Loan or any other group of Loans
(whether made to new Commitments or by way of conversion or
extension of existing Loans) designated as a Class in an
Additional Credit Extension Amendment; provided that (x) in
no event shall there be more than three Classes of
Revolving Credit Commitments or more than three Classes of
Revolving Credit Loans outstanding at any time and (y)
notwithstanding anything to the contrary, the borrowing and
repayment of Revolving Credit Loans shall be made on a pro
rata basis across all Classes of Revolving Credit Loans
(except to the extent that any applicable Additional Credit
Extension Amendment provides that the Class of Revolving
Credit Loans established thereunder shall be entitled to
less than pro rata treatment in repayments), and any
termination of Revolving Credit Commitments shall be made
on a pro rata basis across all Classes of Revolving Credit
Commitments (except to the extent that any applicable
Additional Credit Extension Amendment provides that the
Class of Revolving Credit Commitments established
thereunder shall be entitled to less than pro rata
treatment in reduction of Revolving Credit Commitments).
Commitments or Loans that have different maturity dates,
pricing (other than upfront fees) or other terms shall be
designated separate Classes. Closing Date means the first
date all the conditions precedent in Section 4.01 are
satisfied or waived in accordance with Section 11.01, which
date is June 22, 2017. Code means the Internal Revenue Code
of 1986, as amended from time to time, and rules and
regulations related thereto. Co-Documentation Agents means
Barclays Bank PLC and JPMorgan Chase Bank, N.A,, as co-
documentation agents under any of the Loan Documents, or
any successor co-documentation agent. -8-

Co-Syndication Agents means Merrill Lynch, Pierce, Fenner
Smith Incorporated (or any other registered broker-dealer
wholly-owned by Bank of America Corporation to which all or
substantially all of Bank of America Corporations or any of
its subsidiaries investment banking, commercial lending
services or related businesses may be transferred following
the date of this Agreement) and Wells Fargo Securities,
LLC, as co- syndication agents under any of the Loan
Documents, or any successor syndication agent. Collateral
means all of the Collateral and Mortgaged Property or Trust
Property or other similar term referred to in the
Collateral Documents and all of the other property that is
or is intended under the terms of the Collateral Documents
to be subject to Liens in favor of the Administrative Agent
for the benefit of the Secured Parties. Collateral
Documents means, collectively, the Security Agreement, the
Intellectual Property Security Agreements, the Mortgages,
each Deposit Account Control Agreement (as referred to in
the Security Agreement), each Securities Account Control
Agreement (as referred to in the Security Agreement), each
of the mortgages, collateral assignments, Security
Agreement Supplements, security agreements, pledge
agreements and other instruments and agreements to which
Liens are granted or purported to be granted to the
Administrative Agent as security for the Loan Obligations
to Section 4.01, 6.12 or otherwise. Commitment means a Term
B Commitment, a Revolving Credit Commitment or any other
commitment to extend credit established to an Additional
Credit Extension Amendment, as the context may require.
Committed Loan Notice means a notice of (a) a Term
Borrowing, (b) a Revolving Credit Borrowing, (c) a
conversion of Loans from one Type to the other, or (d) a
continuation of Eurodollar Rate Loans, to Section 2.02(a),
which, if in writing, shall be substantially in the form of
Exhibit A or such other form as may be approved by the
Administrative Agent (including any form on an electronic
platform or electronic transmission system as shall be
approved by the Administrative Agent), appropriately
completed and signed by a Responsible Officer of the
Borrower. Commodity Exchange Act means the Commodity
Exchange Act (7 U.S.C. 1 et seq.), as amended from time to
time, and any successor statute. Compliance Certificate
means a certificate substantially in the form of Exhibit D.
Consolidated EBITDA means Consolidated Net Income for any
period plus (a) without duplication and (except with
respect to clause (a)(ii)(y)) to the extent deducted in
determining such Consolidated Net Income for such period,
the sum of: (i) consolidated interest expense of the
Borrower and its Restricted Subsidiaries for such period
and, to the extent not reflected in such total interest
expense, increased by payments made by the Borrower or any
Restricted Subsidiary in respect of hedging obligations or
other derivative instruments entered into for the purpose
of hedging interest rate risk, minus the sum of any
payments received in respect of such hedging obligations or
other derivative instruments, (ii) (x) consolidated tax
expense of the Borrower and its Restricted Subsidiaries
based on income, profits or capital, including state,
franchise, capital and similar taxes and withholding taxes
paid or accrued during such period and (y) to the extent
not already included therein, all TRA Payments, (iii) all
amounts attributable to depreciation and amortization
expense of the Borrower and its Restricted Subsidiaries for
such period, (iv) any Non-Cash Charges of the Borrower and
its Restricted Subsidiaries for such period, -9-

(v) costs associated with the Transactions made or incurred
by the Borrower and its Restricted Subsidiaries in
connection with the Transactions for such period that are
paid, accrued or reserved for within 365 days of the
consummation of the Transactions, (vi) without duplication
of any Pro Forma Cost Savings, any restructuring charges
(including restructuring costs related to acquisitions to
Section 7.03(g) or (i) and to closure or consolidation of
facilities) for such period, (vii) without duplication of
any Pro Forma Cost Savings, any unusual or nonrecurring
fees, unusual or nonrecurring cash charges and other
unusual or nonrecurring cash expenses for such period (A)
made or incurred by the Borrower and its Restricted
Subsidiaries in connection with any Investment to Section
7.03(g) or (i), including severance, relocation and
facilities closing costs, including any earnout payments,
whether or not accounted for as such, that are paid,
accrued or reserved for within 365 days of such Investment,
(B) incurred in connection with the issuance of Equity
Interests or Indebtedness by the Borrower and its
Restricted Subsidiaries or (C) arising out of any
litigation (including derivative suits), inquiries,
requests for information and other proceedings, including
legal fees and costs incurred in connection therewith and
any penalties or settlement payments in respect of any
thereof, (viii) cash expenses incurred by the Borrower and
its Restricted Subsidiaries during such period in
connection with an acquisition to Section 7.03(g) or (i) to
the extent that such expenses are reimbursed in cash during
such period to indemnification provisions of any agreement
relating to such acquisition, (ix) cash expenses incurred
by the Borrower and its Restricted Subsidiaries during such
period in connection with extraordinary casualty events to
the extent such expenses are reimbursed in cash to the
Borrower and its Restricted Subsidiaries by insurance
during such period, (x) an amount equal to (x) the net loss
of any Qualified Subsidiary that suffers a net loss for the
period that it has been in operation for less than twelve
months times (y) the percentage of outstanding Equity
Interests in such Qualified Subsidiary owned by the
Borrower or a Restricted Subsidiary (other than a Qualified
Subsidiary); minus (b) without duplication and, in the case
of clause (ii) below, to the extent included in determining
such Consolidated Net Income, (i) any cash payments made by
the Borrower and its Restricted Subsidiaries during such
period in respect of Non-Cash Charges described in clause
(a)(iv) taken in a prior period or taken in such period,
and (ii) any non-cash items of income of the Borrower and
its Restricted Subsidiaries for such period (other than the
accrual of revenue or recording of receivables in the
ordinary course of business); provided that (I) in no event
shall any charge, expense or loss relating to write-downs,
write-offs or reserves with respect to current assets be
added back to Consolidated Net Income for purposes of
calculating Consolidated EBITDA and (II) the aggregate
amount added back to Consolidated Net Income for purposes
of calculating Consolidated EBITDA to clauses (a)(vi) and
(vii)(A) shall not exceed 15% of Consolidated EBITDA
(calculated before giving effect to such clauses) for any
period. Consolidated EBITDA shall be determined on a Pro
Forma Basis. Consolidated First Lien Net Debt means
Consolidated Net Debt minus the sum of (i) the portion of
Indebtedness of the Borrower or any of its Restricted
Subsidiaries included in Consolidated Net Debt that is not
secured by any Lien on property or assets of the Borrower
or its Restricted Subsidiaries and (ii) the portion of -10-

Indebtedness of the Borrower or any of its Restricted
Subsidiaries included in Consolidated Net Debt that is
secured by Liens on property or assets of the Borrower or
its Restricted Subsidiaries, which Liens are expressly
subordinated or junior to the Liens securing the Loan
Obligations. Consolidated First Lien Net Leverage Ratio
means, as of the last day of any fiscal quarter, the ratio
of (a) Consolidated First Lien Net Debt to (b) Consolidated
EBITDA for the four consecutive fiscal quarters of the
Borrower ended on such date. Consolidated Net Debt means,
as of any date, (a) the aggregate principal amount of
Indebtedness of the type specified in clauses (a), (b) and
(g) of the definition thereof of the Borrower and its
Restricted Subsidiaries outstanding as of such date
determined on a consolidated basis; provided that, in the
case of Indebtedness of any Qualified Subsidiary, the
amount of such Indebtedness included in this clause (a)
shall be limited to the greater of (x) the principal amount
of such Indebtedness for which the Borrower or any
Restricted Subsidiary (other than a Qualified Subsidiary)
is liable as guarantor or other obligor and (y) the
principal amount of such Indebtedness times the percentage
of outstanding Equity Interests in such Qualified
Subsidiary owned by the Borrower or a Restricted Subsidiary
(other than a Qualified Subsidiary), minus (b) the amount
of unrestricted cash and Cash Equivalents held, on such
date, by the Borrower and the Subsidiary Guarantors, minus
(c) the amount of unrestricted cash and Cash Equivalents
held, on such date, by any Restricted Subsidiary that is
not a Subsidiary Guarantor, up to the greater of (x) the
aggregate principal amount of Indebtedness of such
Restricted Subsidiary included in clause (a) of this
definition and (y) the amount of such unrestricted cash and
Cash Equivalents of such Restricted Subsidiary times the
percentage of outstanding Equity Interests in such
Restricted Subsidiary owned by the Borrower or a Subsidiary
Guarantor. Consolidated Net Income means, for any period,
the aggregate of the net income after deduction of amounts
attributable to non-controlling interests (and before any
reduction in respect of dividends) of the Borrower and its
Restricted Subsidiaries for such period, on a consolidated
basis, determined in accordance with GAAP; provided that:
(1) the net income (and net loss) of any other Person
(other than a Restricted Subsidiary of the Borrower) in
which the Borrower or any of its Restricted Subsidiaries
has an ownership interest will be excluded, except to the
extent that any such net income is actually received in
cash by the Borrower or a Restricted Subsidiary in the form
of dividends or similar distributions in respect of such
period; (2) the cumulative effect of a change in accounting
principles will be excluded; (3) the amortization of any
premiums, fees or expenses incurred in connection with the
Transactions or any amounts required or permitted by
Accounting Principles Board Opinions Nos. 16 (including
non-cash write-ups and Non-Cash Charges relating to
inventory and fixed assets, in each case arising in
connection with the Transactions) and 17 (including
Non-Cash Charges relating to intangibles and goodwill), in
each case in connection with the Transactions, will be
excluded; (4) any gain or loss, together with any related
provision for taxes on such gain or loss, realized in
connection with: (a) any sales of assets out of the
ordinary course of business (it being understood that a
sale of assets comprising discontinued operations shall be
deemed a sale of assets out of the ordinary course of
business); or (b) the disposition of any securities by the
Borrower or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of the Borrower or any
of its Restricted Subsidiaries will be excluded; (5) any
extraordinary gain or loss, together with any related
provision for taxes on such extraordinary gain or loss,
will be excluded; (6) income or losses attributable to
discontinued operations (including operations disposed
during such period whether or not such operations were
classified as discontinued) will be excluded; -11-

(7) any Non-Cash Charges (i) attributable to applying the
purchase method of accounting in accordance with GAAP, (ii)
resulting from the application of FAS 142 or FAS 144, and
(iii) relating to the amortization of intangibles resulting
from the application of FAS 141 will be excluded; (8) all
Non-Cash Charges relating to employee benefit or other
management or stock compensation plans of the Borrower or a
Restricted Subsidiary (excluding any such Non-Cash Charge
to the extent that it represents an accrual of or reserve
for cash expenses in any future period or amortization of a
prepaid cash expense incurred in a prior period) will be
excluded to the extent that such Non-Cash Charges are
deducted in computing such Consolidated Net Income;
provided, further, that if the Borrower or any Restricted
Subsidiary of the Borrower makes a cash payment in respect
of such Non-Cash Charge in any period, such cash payment
will (without duplication) be deducted from the
Consolidated Net Income of the Borrower for such period;
(9) all unrealized gains and losses relating to hedging
transactions and mark-to-market of Indebtedness denominated
in foreign currencies resulting from the application of FAS
52 shall be excluded; (10) the net income for such period
of any Restricted Subsidiary (other than a Subsidiary
Guarantor) shall be excluded to the extent that the
declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of its net
income is not at the date of determination permitted
without any prior governmental approval (which has not been
obtained) or, directly or indirectly, by the operation of
the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule, or governmental
regulation applicable to that Restricted Subsidiary or its
stockholders, except to the extent such restriction with
respect to the payment of dividends or similar
distributions has been legally waived; and (11)
Consolidated Net Income shall be reduced by the amount of
any dividends or distributions made to Holdings or any
other direct or indirect parent company of the Borrower for
ordinary course holding company operating expenses.
Consolidated Net Leverage Ratio means as of the last day of
any fiscal quarter (a) Consolidated Net Debt as of such
date to (b) the Consolidated EBITDA for the four
consecutive fiscal quarters of the Borrower ended on such
date. Consolidated Tangible Assets means, as of any date,
the consolidated assets of the Borrower and its Restricted
Subsidiaries, minus goodwill and other intangible assets,
in each case, as derived from the consolidated balance
sheet of the Borrower and its Subsidiaries prepared in
accordance with GAAP most recently delivered to Section
6.01. Consolidated Working Capital means, with respect to
the Borrower and its Restricted Subsidiaries on a
consolidated basis at any date of determination, Current
Assets at such date of determination minus Current
Liabilities at such date of determination; provided that
increases or decreases in Consolidated Working Capital
shall be calculated without regard to any changes in
Current Assets or Current Liabilities as a result of (a)
any reclassification in accordance with GAAP of assets or
liabilities, as applicable, between current and noncurrent
or (b) the effects of purchase accounting. Contract
Consideration has the meaning set forth in the definition
of Excess Cash Flow. 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. Contribution Indebtedness means
Indebtedness of the Borrower in an aggregate principal
amount not to exceed the aggregate Net Cash Proceeds
contributed as common equity to the Borrower after the
Closing Date from the issuance and sale of the Equity
Interests of Holdings (other than Disqualified Stock) or as
a contribution to Holdings common equity capital (in each
case, other than to or from a Subsidiary of the Borrower)
which Net Cash -12-

Proceeds are not applied to any Other Equity Use; provided
that such Indebtedness (a) is incurred within 180 days
after the sale of such Equity Interests or the making of
such capital contribution and (b) is designated as
Contribution Indebtedness to a certificate of a Responsible
Officer delivered to the Administrative Agent within one
Business Day of the date of its incurrence. 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. Credit Extension means
each of the following: (a) a Borrowing and (b) an L/C
Credit Extension. Cumulative Credit means, at any date, an
amount, not less than zero in the aggregate, determined on
a cumulative basis equal to, without duplication: (a) the
Cumulative Retained Excess Cash Flow Amount at such time,
plus (b) the Net Cash Proceeds from (i) the issuance and
sale of Equity Interests (other than any Disqualified
Stock) of Holdings or any direct or indirect parent of
Holdings after the Closing Date and on or prior to such
time (including upon exercise of warrants or options) which
proceeds have been contributed as common equity to the
capital of the Borrower and (ii) the Indebtedness (other
than Indebtedness that is contractually subordinated to the
Loan Obligations) of the Borrower or any Restricted
Subsidiary of the Borrower owed to a Person other than a
Loan Party or a Restricted Subsidiary of a Loan Party,
which has been converted after the Closing Date into common
Equity Interests of the Borrower (or Holdings or any direct
or indirect parent of Holdings) (other than Disqualified
Stock), which Net Cash Proceeds have not previously been
applied to any Other Equity Use; plus (c) 50% of the
aggregate amount received by the Borrower or any Restricted
Subsidiary after the Closing Date in cash and Cash
Equivalents from: (i) the sale (other than to the Borrower
or any Restricted Subsidiary) of the Equity Interests of an
Unrestricted Subsidiary, or (ii) any dividend or other
distribution by an Unrestricted Subsidiary, plus (d) in the
event that after the Closing Date any Unrestricted
Subsidiary has been redesignated as a Restricted Subsidiary
or has been merged, consolidated or amalgamated with or
into, or transfers or conveys its assets to, or is
liquidated into, the Borrower or a Restricted Subsidiary,
the fair market value of the Investments of the Borrower
and the Restricted Subsidiaries in such Unrestricted
Subsidiary at the time of such redesignation, combination
or transfer (or of the assets transferred or conveyed, as
applicable) so long as such Investments were originally
made to Section 7.03(i)(B) after the Closing Date, plus (e)
to the extent not already included in the Cumulative
Retained Excess Cash Flow Amount, an amount equal to any
returns in cash and Cash Equivalents (including dividends,
interest, distributions, returns of principal, profits on
sale, repayments, income and similar amounts) actually
received after the Closing Date by the Borrower or any
Restricted Subsidiary in respect of any Investments made to
Section 7.03(i)(B), minus (f) any amount of the Cumulative
Credit used to make Investments to Section 7.03(i)(B) after
the Closing Date and prior to such time, minus (g) any
amount of the Cumulative Credit used to make Restricted
Payments to Section 7.06(h) after the Closing Date and
prior to such time, minus (h) any amount of the Cumulative
Credit used to make any payments in respect of Junior
Financings to Section 7.14(a)(v) after the Closing Date and
prior to such time; -13-

provided that the Cumulative Credit (other than the portion
attributable to clause (b) above which shall be available
without restriction) shall be available for use to Section
7.06(h) or 7.14(a)(v) only if the Consolidated Net Leverage
Ratio calculated on a Pro Forma Basis is less than or equal
to 6.50 to 1.00. Cumulative Retained Excess Cash Flow
Amount means, at any date, an amount, not less than zero in
the aggregate, determined on a cumulative basis equal to
the aggregate cumulative sum of the Retained Percentage of
Excess Cash Flow, for all Excess Cash Flow Periods ending
prior to such date. Current Assets means, at any date of
determination, all assets (other than cash and Cash
Equivalents) of the Borrower and its Restricted
Subsidiaries that would, in accordance with GAAP, be
classified on a consolidated balance sheet of the Borrower
as current assets at such date of determination, other than
amounts related to current or deferred Taxes based on
income or profits (but excluding assets held for sale,
loans (permitted) to third parties, pension assets,
deferred bank fees and derivative financial instruments).
Current Liabilities means, at any date of determination,
all liabilities of the Borrower and its Restricted
Subsidiaries that would, in accordance with GAAP, be
classified on a consolidated balance sheet of the Borrower
as current liabilities at such date of determination, other
than (a) the current portion of any Indebtedness, (b)
accruals of consolidated interest expense (excluding
consolidated interest expense that is past due and unpaid),
(c) accruals for current or deferred Taxes based on income
or profits, (d) accruals of any costs or expenses related
to restructuring reserves and (e) any Revolving Credit
Exposure or Revolving Credit Loans. Debt Fund Affiliate
means any Affiliate of the Sponsor (other than Holdings and
its Subsidiaries) that is primarily engaged in, or advises
funds or other investment vehicles that are engaged in,
making, purchasing, holding or otherwise investing in
commercial loans, bonds or similar extensions of credit or
securities in the ordinary course of business and with
respect to which the Sponsor does not, directly or
indirectly, possess the power to direct or cause the
direction of the investment policies of such entity. 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 other
applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally. Declined
Proceeds has the meaning specified in Section
2.05(b)(viii). 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 (a) when used with respect
to Loan Obligations other than Letter of Credit Fees, an
interest rate equal to (i) the Base Rate plus (ii) the
Applicable Rate, if any, applicable to Base Rate Loans
under the Facility plus (iii) 2% per annum; provided,
however, 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% per annum and (b) when used
with respect to Letter of Credit Fees, a rate equal to the
Applicable Rate plus 2% per annum. Defaulting Lender means,
subject to Section 2.15(b), any Lender that (a) has failed
to (i) fund all or any portion of its Loans within one
Business Day of the date such Loans were required to be
funded hereunder unless such Lender notifies the
Administrative Agent and the Borrower in writing that such
failure is the result of such Lenders determination that
one or more conditions precedent to funding (each of which
conditions precedent, together with any applicable default,
shall be specifically identified in such writing) has not
been satisfied, or (ii) pay to the Administrative Agent,
the L/C Issuer, the Swing Line Lender or any other Lender
any other amount required to be paid by it hereunder,
including in respect of its Loans or participations in
respect of Letters of Credit or Swing Line Loans, within
three Business Days of the date required to be funded by it
hereunder, (b) has notified the Borrower or the
Administrative Agent in writing that it does not intend to
comply with its funding obligations hereunder, or has made
a public statement to that effect (unless such writing or
public statement relates to such Lenders obligation to fund
a Loan hereunder and states that such position is based on
such Lenders determination -14-

that a condition precedent to funding (which condition
precedent, together with any applicable default, shall be
specifically identified in such writing or public
statement) cannot be satisfied), (c) has failed, within
three Business Days after written request by the
Administrative Agent or the Borrower, to confirm in writing
to the Administrative Agent and the Borrower that it will
comply with its prospective funding obligations hereunder
(provided that such Lender shall cease to be a Defaulting
Lender to this clause (c) upon receipt of such written
confirmation by the Administrative Agent and the Borrower),
or (d) has, or has a direct or indirect parent company that
has, (i) become the subject of a proceeding under any
Debtor Relief Law, (ii) had appointed for it a receiver,
custodian, conservator, trustee, administrator, assignee
for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or assets,
including the Federal Deposit Insurance Corporation or any
other state or federal regulatory authority acting in such
a capacity or (iii) become the subject of a Bail-In Action;
provided that a Lender shall not be a Defaulting Lender
solely by virtue of the ownership or acquisition of any
Equity Interest in that Lender or any direct or indirect
parent company thereof by a Governmental Authority so long
as such ownership interest does not result in or provide
such Lender with immunity from the jurisdiction of courts
within the United States or from the enforcement of
judgments or writs of attachment on its assets or permit
such Lender (or such Governmental Authority) to reject,
repudiate, disavow or disaffirm any contracts or agreements
made with such Lender. Any determination by the
Administrative Agent that a Lender is a Defaulting Lender
under any one or more of clauses (a) through (d) above, and
of the effective date of such status, shall be conclusive
and binding absent manifest error, and such Lender shall be
deemed to be a Defaulting Lender (subject to Section
2.15(b)) as of the date established therefor by the
Administrative Agent in a written notice of such
determination, which shall be delivered by the
Administrative Agent to the Borrower, the L/C Issuer, the
Swing Line Lender and each other Lender promptly following
such determination. Designated Equity Contribution has the
meaning set forth in Section 8.04(a). Designated Noncash
Consideration means any non-cash consideration received by
the Borrower or a Restricted Subsidiary in connection with
a Material Disposition that is designated as Designated
Noncash Consideration to a certificate of a Responsible
Officer. Disposition or Dispose means the sale, transfer,
license, lease or other disposition (including any Sale and
Leaseback Transaction) of any property by the Borrower or
any Restricted Subsidiary (or the granting of any option or
other right to do any of the foregoing), 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 (including any
sale or transfer of Secured Intercompany Notes as part of
an Intercompany Loan Refinancing whether consummated as a
sale of Secured Intercompany Notes or as a refinancing
thereof) or any sale, transfer or disposition of Equity
Interests. Disqualified Stock means any Equity Interest
that, by its terms (or by the terms of any security into
which it is convertible, or for which it is exchangeable,
in each case, at the option of the holder of the Equity
Interest), or upon the happening of any event, matures or
is mandatorily redeemable, to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder of
the Equity Interest, in whole or in part, on or prior to
the date that is 91 days after the Latest Maturity Date.
Notwithstanding the preceding sentence, (x) any Equity
Interest that would constitute Disqualified Stock solely
because the holders of such Equity Interest have the right
to require the Person that issued such Equity Interest to
repurchase such Equity Interest upon the occurrence of a
change of control or an asset sale will not constitute
Disqualified Stock if the terms of such Equity Interest
provide that such Person may not repurchase such Equity
Interest unless such Person would be permitted to do so in
compliance with Section 7.06, (y) any Equity Interest that
would constitute Disqualified Stock solely as a result of
any redemption feature that is conditioned upon, and
subject to, compliance with Section 7.06 will not
constitute Disqualified Stock and (z) any Equity Interest
issued to any plan for the benefit of employees will not
constitute Disqualified Stock solely because it may be
required to be repurchased by the Person that issued such
Equity Interest in order to satisfy applicable statutory or
regulatory obligations. The amount of Disqualified Stock
deemed to be outstanding at any time for purposes of this
Agreement will be the maximum amount that Holdings and its
Restricted Subsidiaries may become obligated to pay upon
the maturity of, or to any mandatory redemption provisions
of, such Disqualified Stock, exclusive of accrued
dividends. Dividend Equivalent Payments means payments of
special bonuses, dividend equivalents or other payments or
disbursements in an aggregate amount not to exceed
$15,000,000 to Persons who hold stock options, -15-

employee equity awards or similar Equity Interests in
Holdings (or any direct or indirect parent thereof)
outstanding as of or prior to April 26, 2016. Dollar and $
mean lawful money of the United States. ECF Payment has the
meaning set forth in Section 2.05(b). EEA Financial
Institution means (a) any credit institution or investment
firm established in any EEA Member Country which is subject
to the supervision of an EEA Resolution Authority, (b) any
entity established in an EEA Member Country which is a
parent of an institution described in clause (a) of this
definition, or (c) any financial institution established in
an EEA Member Country which is a Subsidiary of an
institution described in clauses (a) or (b) of this
definition and is subject to consolidated supervision with
its parent. EEA Member Country means any of the member
states of the European Union, Iceland, Liechtenstein, and
Norway. EEA Resolution Authority means any public
administrative authority or any Person entrusted with
public administrative authority of any EEA Member Country
(including any delegee) having responsibility for the
resolution of any EEA Financial Institution. Effective
Yield means, as to any Indebtedness, the effective yield on
such Indebtedness as determined by the Borrower and the
Administrative Agent, taking into account the applicable
interest rate margins, any interest rate floors or similar
devices and all fees, including upfront or similar fees or
original issue discount (amortized over the shorter of (x)
the life of such Indebtedness and (y) the four years
following the date of incurrence thereof) payable generally
to lenders providing such Indebtedness, but excluding (i)
any arrangement, structuring, commitment, underwriting or
other similar fees payable to any arranger (or affiliate
thereof) in connection with the commitment or syndication
of such Indebtedness and (ii) customary consent fees for an
amendment paid generally to consenting lenders. Eligible
Assignee means any Person that meets the requirements to be
an assignee under Sections 11.07(b)(iii), (v) and (vi) and
Section 11.07(d) (in each case, subject to such consents,
if any, as may be required under Section 11.07(b)(iii)).
Environment means ambient air, indoor air, surface water,
groundwater, drinking water, soil, surface and subsurface
strata, and natural resources such as wetlands, flora and
fauna. Environmental Laws means any and all Federal, state,
local, and foreign statutes, laws, regulations, ordinances,
rules, judgments, orders, decrees, permits or governmental
restrictions relating to pollution or the protection of the
Environment or of human health (to the extent related to
exposure to Hazardous Materials), including those relating
to the manufacture, generation, handling, transport,
storage, treatment, Release or threat of Release of
Hazardous Materials. Environmental Liability means any
liability, contingent or otherwise (including any liability
for damages, costs of environmental investigation,
remediation, fines, penalties, indemnities or claims for
natural resource damages), of the Borrower, any other 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 or (e) any contract, agreement or other
consensual arrangement 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 Interests means, with respect to
any Person, all of the shares of capital stock of (or other
ownership or profit interests in) such Person, all of the
warrants, options or other rights for the purchase or -16-

acquisition from such Person of shares of capital stock of
(or other ownership or profit interests in) such Person,
all of the 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 acquisition from such Person of such
shares (or such other interests), and all of the other
ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether
voting or nonvoting, and whether or not such shares,
warrants, options, rights or other interests are
outstanding on any date of determination. ERISA means the
Employee Retirement Income Security Act of 1974, as amended
from time to time. ERISA Affiliate means any trade or
business (whether or not incorporated) under common control
with the Borrower and is treated as a single employer
within the meaning of Section 414(b) or (c) of the Code
(and Sections 414(m) and (o) of the Code for purposes of
provisions relating to Section 412 of the Code). ERISA
Event means (a) a Reportable Event with respect to a
Pension Plan; (b) with respect to any Pension Plan, the
failure to satisfy the minimum funding standard under
Section 412 of the Code and Section 302 of ERISA, whether
or not waived, the failure to make by its due date a
required installment under Section 430(j) of the Code with
respect to any Pension Plan or the failure to make any
required contribution to a Multiemployer Plan; (c) the
withdrawal of the Borrower or any ERISA Affiliate from a
Pension Plan subject to Section 4063 of ERISA during a plan
year in which such entity was a substantial employer as
defined in Section 4001(a)(2) of ERISA or a cessation of
operations that is treated as such a withdrawal under
Section 4062(e) of ERISA; (d) a complete or partial
withdrawal by the Borrower or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer
Plan is insolvent or in reorganization (within the meaning
of Title IV of ERISA) or in endangered or critical status
(within the meaning of Section 305 of ERISA); (e) the
filing of a notice of intent to terminate, the treatment of
a Multiemployer Plan amendment as a termination under
Section 4041 or 4041A of ERISA; (f) the institution by the
PBGC of proceedings to terminate a Pension Plan or
Multiemployer Plan; (g) any event or condition which
constitutes grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to
administer, any Pension Plan or Multiemployer Plan; (h) the
determination that any Pension Plan is, or is expected to
be, 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 (i) the imposition of any liability under Title IV of
ERISA, other than for PBGC premiums due but not delinquent
under Section 4007 of ERISA, upon the Borrower or any ERISA
Affiliate. EU Bail-In Legislation Schedule means the EU
Bail-In Legislation Schedule published by the Loan Market
Association (or any successor person), as in effect from
time to time. Eurodollar Rate means, (a) with respect to
each Interest Period for a Eurodollar Rate Loan, (i) the
rate per annum equal to the London interbank offered rate
for deposits in Dollars appearing on Reuters screen page
LIBOR 01 (or on any successor or substitute page of such
service or any successor to such service, or such other
commercially available source providing such quotations as
may be designated by the Administrative Agent from time to
time) at approximately 11:00 A.M. (London time) two (2)
Business Days prior to the first day of such Interest
Period, with a maturity comparable to such Interest Period
(provided that if such rate is less than zero, such rate
shall be deemed to be zero), divided by (ii) a percentage
equal to 1.00% minus the then stated maximum rate of all
reserve requirements (including any marginal, emergency,
supplemental, special or other reserves and without benefit
of credits for proration, exceptions or offsets that may be
available from time to time) applicable to any member bank
of the Federal Reserve System in respect of Eurocurrency
liabilities as defined in Regulation D issued by the FRB
(or any successor category of liabilities under Regulation
D issued by the FRB); provided, that if the rate referred
to in clause (i) above is not available at any such time
for any reason, then the rate referred to in clause (i)
shall instead be the interest rate per annum, as determined
by the Administrative Agent, to be the arithmetic average
of the rates per annum at which deposits in Dollars in an
amount equal to the amount of such Eurodollar Rate Loan are
offered by major banks in the London interbank market to
the Administrative Agent at approximately 11:00 A.M.
(London time), two (2) Business Days prior to the first day
of such Interest Period and (b) with respect to any Base
Rate Loan, the rate per annum equal to the London interbank
offered rate for deposits in Dollars appearing on Reuters
screen page LIBOR 01 (or on any successor or substitute
page of such service or any successor to such service, or
such other commercially available source providing such
quotations as may be designated by the Administrative Agent
from time to time) at approximately 11:00 A.M. (London
time) on the day of determination of such rate, with a
one-month maturity (provided that if such rate is less than
zero, such rate shall be deemed to be zero; provided, that
if the rate referred to above is not available at any such
time for any reason, then the rate -17-

referred to in clause (i) shall instead be the interest
rate per annum, as determined by the Administrative Agent,
to be the arithmetic average of the rates per annum at
which deposits in Dollars in an amount equal to the amount
of such Eurodollar Rate Loan are offered by major banks in
the London interbank market to the Administrative Agent at
approximately 11:00 A.M. (London time) on the day of
determination of such rate. For purposes of this Agreement,
the Eurodollar Rate will not be less than zero percent
(0%). Eurodollar Rate Loan means a Loan that bears interest
at a rate based on the Eurodollar Rate. Event of Default
has the meaning specified in Section 8.01. Excess Cash Flow
means, for any period, an amount equal to (a) the sum,
without duplication, of (i) Consolidated Net Income for
such period, (ii) an amount equal to the amount of all
non-cash charges to the extent deducted in arriving at such
Consolidated Net Income, (iii) decreases in Consolidated
Working Capital and long-term accounts receivable of the
Borrower and its Restricted Subsidiaries for such period
(other than any such decreases arising from acquisitions or
dispositions by the Borrower and its Restricted
Subsidiaries completed during such period or the
application of purchase accounting), and (iv) an amount
equal to the aggregate net non-cash loss on Dispositions by
the Borrower and its Restricted Subsidiaries during such
period (other than sales in the ordinary course of
business) to the extent deducted in arriving at such
Consolidated Net Income, minus (b) the sum, without
duplication, of (i) an amount equal to the amount of all
non-cash credits included in arriving at such Consolidated
Net Income and cash charges included in the definition of
Consolidated Net Income, (ii) without duplication of
amounts deducted to clause (xi) below in prior fiscal
years, the amount of Capital Expenditures or acquisitions
of intellectual property to the extent not expensed and
Capitalized Software Expenditures accrued or made in cash
or accrued during such period, to the extent that such
Capital Expenditures or acquisitions were financed with
internally generated cash or borrowings under the Revolving
Credit Facility, (iii) (A) the principal component of
payments in respect of Capitalized Leases, (B) scheduled
repayments of Term Loans to Section 2.07, in each case, to
the extent financed with internally generated cash and (C)
the amount actually paid in respect of Term Loans assigned
to the Borrower or any Restricted Subsidiary to Section
11.07(d)(ii)(y), (iv) an amount equal to the aggregate net
non-cash gain on Dispositions by the Borrower and its
Restricted Subsidiaries during such period (other than
Dispositions in the ordinary course of business) to the
extent included in arriving at such Consolidated Net
Income, (v) increases in Consolidated Working Capital and
long-term accounts receivable of the Borrower and its
Restricted Subsidiaries for such period (other than any
such increases arising from acquisitions or dispositions by
the Borrower and its Restricted Subsidiaries during such
period or the application of purchase accounting), (vi)
cash payments by the Borrower and its Restricted
Subsidiaries during such period in respect of long-term
liabilities of the Borrower and its Restricted Subsidiaries
other than Indebtedness, -18-

(vii) without duplication of amounts deducted to clause
(xi) below in prior fiscal years, the amount of Investments
and acquisitions made by the Borrower and its Restricted
Subsidiaries during such period to Section 7.03(i) to the
extent that such Investments and acquisitions were financed
with internally generated cash or the proceeds of Revolving
Credit Loans and were not made by utilizing the Cumulative
Retained Excess Cash Flow Amount, (viii) the amount of
Restricted Payments paid during such period to Section
7.06(d), (e), (h) (to the extent consisting of Dividend
Equivalent Payments), (k), (l), (m) (to the extent
consisting of Dividend Equivalent Payments) and (n) (to the
extent consisting of Dividend Equivalent Payments) to the
extent such Restricted Payments were financed with
internally generated cash or the proceeds of Revolving
Credit Loans, (ix) the aggregate amount of expenditures
actually made by the Borrower and its Restricted
Subsidiaries in cash during such period (including
expenditures for the payment of financing fees) to the
extent that such expenditures are not expensed during such
period, (x) the aggregate amount of any premium, make-whole
or penalty payments actually paid in cash by the Borrower
and its Restricted Subsidiaries during such period that are
required to be made in connection with any prepayment of
Indebtedness, (xi) without duplication of amounts deducted
from Excess Cash Flow in prior periods, the aggregate
consideration required to be paid in cash by the Borrower
and its Restricted Subsidiaries to binding contracts (the
Contract Consideration) entered into prior to or during
such period relating to acquisitions that constitute
Investments permitted under this Agreement or Capital
Expenditures or acquisitions of intellectual property to
the extent not expected to be consummated or made, plus any
restructuring cash expenses, pension payments or tax
contingency payments that have been added to Excess Cash
Flow to clause (a)(ii) above required to be made, in each
case during the period of four consecutive fiscal quarters
of the Borrower following the end of such period; provided
that to the extent the aggregate amount of internally
generated cash actually utilized to finance acquisitions
permitted under Section 7.03(g), Capital Expenditures or
acquisitions of intellectual property during such period of
four consecutive fiscal quarters is less than the Contract
Consideration, the amount of such shortfall shall be added
to the calculation of Excess Cash Flow at the end of such
period of four consecutive fiscal quarters, (xii) the
amount of cash taxes paid in such period to the extent they
exceed the amount of tax expense deducted in determining
Consolidated Net Income for such period and all TRA
Payments, (xiii) cash expenditures in respect of Swap
Contracts during such fiscal year to the extent not
deducted in arriving at such Consolidated Net Income, (xiv)
any payment of cash to be amortized or expensed over a
future period and recorded as a long-term asset, and (xv)
except to the extent such amounts were not included in
Consolidated Net Income, dividends and distributions paid
by non-Wholly Owned Restricted Subsidiaries to any holders
of a minority interest therein (or a redemption or exercise
of any option in respect of such minority interest.
Notwithstanding anything in the definition of any term used
in the definition of Excess Cash Flow to the contrary, all
components of Excess Cash Flow shall be computed for the
Borrower and its Restricted Subsidiaries on a consolidated
basis. Excess Cash Flow Period means each fiscal year of
the Borrower commencing with the fiscal year ending
December 31, 2018; provided that for purposes of
calculating the Cumulative Retained Excess Cash Flow
Amount, Excess Cash Flow Period shall only include such
fiscal years for which financial statements and a
Compliance Certificate have been delivered in accordance
with Sections 6.01(a), 6.01(b) and 6.02(b) and for which
any prepayments required by Section 2.05(b)(i) (if any)
have been made (it being understood that the Retained -19-

Percentage of Excess Cash Flow for any Excess Cash Flow
Period shall be included in the Cumulative Retained Excess
Cash Flow Amount even if a prepayment is not required by
Section 2.05(b)(i)). Excluded Information has the meaning
specified in the definition of Big Boy Letter. Excluded
Subsidiary means (a) any Subsidiary that is not a Wholly
Owned Restricted Subsidiary, (b) any direct or indirect
Subsidiary of the Borrower that is a CFC or any direct or
indirect Subsidiary of a CFC, (c) any Unrestricted
Subsidiary and (d) any Immaterial Subsidiary. Excluded Swap
Obligation means, with respect to any Guarantor, any Swap
Obligation if, and to the extent that, all or a portion of
the Guarantee of such Guarantor of, or the grant by such
Guarantor of a security interest to secure, such Swap
Obligation (or any Guarantee thereof) is or becomes illegal
under the Commodity Exchange Act or any rule, regulation or
order of the Commodity Futures Trading Commission (or the
application or official interpretation of any thereof). If
a Swap Obligation arises under a Master Agreement governing
more than one swap, such exclusion shall apply only to the
portion of such Swap Obligation that is attributable to
swaps for which such Guarantee or security interest is or
becomes illegal. Excluded Taxes means, with respect to the
Administrative Agent, any Lender, or any other recipient of
any payment to be made by or on account of any obligation
of any Loan Party hereunder or any other Loan Document, (a)
Taxes imposed on or measured by its net income (however
denominated), and franchise Taxes imposed on it (in lieu of
net income taxes), by any jurisdiction as a result of a
present or former connection between the Administrative
Agent, such Lender or such other recipient and the
jurisdiction of the Governmental Authority imposing such
Tax or any political subdivision or taxing authority
thereof or therein other than a connection deemed to arise
solely from such person having executed, delivered, become
a party to, or performed its obligations or received a
payment under, or enforced and/or engaged in any other
transactions to, this Agreement or any other Loan
Document), (b) any Tax similar to the branch profits tax
under Section 884(a) of the Code imposed by any
jurisdiction described in (a), (c) any withholding Tax that
is attributable to such recipients failure to comply with
Section 3.01(e), (d) in the case of a Foreign Lender (other
than an assignee to a request by Borrower under Section
11.14), any U.S. federal withholding Tax imposed on any
amounts payable to such Lender to the Laws in force at the
time such Foreign Lender becomes a party hereto (or
designates a new Lending Office), except to the extent that
such Foreign Lender (or its assignor, if any) was entitled,
at the time of designation of a new Lending Office (or
assignment), to receive additional amounts from Borrower
with respect to such withholding Tax to Section 3.01(a),
(e) any withholding or deduction imposed under FATCA and
(f) any U.S. federal backup withholding Taxes under Section
3406 of the Code. Existing Class means a Class of Existing
Term Loans or a Class of Existing Revolving Credit
Commitments. Existing Credit Agreement means the Credit
Agreement, dated as of February 20, 2013 (as amended by
Amendment No. 1, dated as of April 26, 2016), among the
Borrower, Holdings, Bank of America, N.A., as
administrative agent, the lenders party thereto, and the
other agents party thereto. Existing Revolving Credit
Commitments has the meaning specified in Section 2.17(b).
Existing Term Loans has the meaning specified in Section
2.17(a). Extended Class means a Class of Extended Term
Loans or a Class of Extended Revolving Credit Commitments.
Extended Revolving Credit Commitments has the meaning
specified in Section 2.17(b). Extended Term Loans has the
meaning specified in Section 2.17(a). Extending Lender has
the meaning specified in Section 2.17(c). -20-

Extension Effective Date has the meaning specified in
Section 2.17(c). Extension Election has the meaning
specified in Section 2.17(c). Extension Request means a
Revolving Credit Extension Request or a Term Loan Extension
Request. Facility means the Term B Facility, the Revolving
Credit Facility or any credit facility created to an
Additional Credit Extension Amendment, as the context may
require. Fair Market Value means the value that would be
paid by a willing buyer to an unaffiliated willing seller
in a transaction not involving distress or necessity of
either party, determined in good faith by the Board of
Directors, chief executive officer or chief financial
officer of the Borrower (unless otherwise provided in this
Agreement). FASB ASC means the Accounting Standards
Codification of the Financial Accounting Standards Board.
FATCA means Sections 1471 through 1474 of the Code, as of
the date of this Agreement (or any amended or successor
version that is substantively comparable), any current or
future regulations or official interpretations thereof, any
intergovernmental agreements (or any related law,
regulations or administrative practices) implementing the
foregoing and any agreements entered into to current
Section 1471(b)(1) of the Code (or any amended or successor
version described above). 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, as published by the
Federal Reserve Bank of New York 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 such average rate (rounded upward, if
necessary, to a whole multiple of 1/100 of 1%) charged to
SunTrust Bank on such day on such transactions as
determined by the Administrative Agent; provided further
that if such rate is less than zero, it shall be deemed to
be zero. Financial Covenant Event of Default has the
meaning provided in Section 8.01(b). First Lien
Intercreditor Agreement means an intercreditor agreement in
form and substance reasonably satisfactory to the
Administrative Agent among the Administrative Agent and one
or more senior representatives for the holders of
Incremental Notes and/or Refinancing Notes that are
intended to be secured on a pari passu basis with the
Secured Obligations. Flood Insurance Laws means,
collectively, (i) the National Flood Insurance Act of 1968,
(ii) the Flood Disaster Protection Act of 1973, (iii) the
National Flood Insurance Reform Act of 1994, (iv) the Flood
Insurance Reform Act of 2004 and (v) the Biggert-Waters
Flood Insurance Reform Act of 2012, or, in each case, any
successor statute thereto. Foreign Lender means any Lender
that is not a United States person within the meaning of
section 7701(a)(3) of the Code. FRB means the Board of
Governors of the Federal Reserve System of the United
States. Fronting Exposure means, at any time there is a
Defaulting Lender, (a) with respect to the L/C Issuer, such
Defaulting Lenders Applicable Percentage of the outstanding
L/C Obligations other than L/C Obligations as to which such
Defaulting Lenders participation obligation has been
reallocated to other Lenders or Cash Collateralized in
accordance with the terms hereof, and (b) with respect to
the Swing Line Lender, such Defaulting Lenders Applicable
Percentage of Swing Line Loans other than Swing Line Loans
as to which such Defaulting -21-

Lenders participation obligation has been reallocated to
other Lenders or Cash Collateralized in accordance with the
terms hereof. Fund means any Person (other than a natural
person) that is (or will be) engaged in making, purchasing,
holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its
activities. GAAP means generally accepted accounting
principles in the United States set forth in the opinions
and pronouncements of the Accounting Principles Board and
the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved
by a significant segment of the accounting profession in
the United States, that are applicable to the circumstances
as of the date of determination, consistently applied.
Governmental Authority means the government of the United
States or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of
or pertaining to government (including any supra-national
bodies such as the European Union or the European Central
Bank). Guarantee of or by any Person (the guarantor) means
any obligation, contingent or otherwise, of the guarantor
guaranteeing or having the economic effect of guaranteeing
any Indebtedness or other obligation of any other Person
(the primary obligor) in any manner, whether directly or
indirectly, and including any obligation of the guarantor,
direct or indirect, (a) to purchase or pay (or advance or
supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security
for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the
owner of such Indebtedness or other obligation of the
payment thereof, (c) to maintain working capital, equity
capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the
primary obligor to pay such Indebtedness or other
obligation or (d) as an account party or applicant in
respect of any letter of credit or letter of guaranty
issued to support such Indebtedness or obligation; provided
that the term Guarantee shall not include endorsements for
collection or deposit in the ordinary course of business.
The amount of any Guarantee of any guarantor shall be
deemed to be the lower of (i) an amount equal to the stated
or determinable amount of the primary obligation in respect
of which the Guarantee is made and (ii) the maximum amount
for which such guarantor may be liable to the terms of the
instrument. guarantor has the meaning specified in the
definition in the definition of Guarantee. Guarantors
means, collectively, Holdings, the Restricted Subsidiaries
of Holdings listed on Schedule 6.12 and each other
Restricted Subsidiary of Holdings that shall be required to
execute and deliver a Guaranty Supplement to Section 6.12
(such Restricted Subsidiaries, collectively, the Subsidiary
Guarantors). Guaranty means, collectively, (a) the Guaranty
made by Holdings under Article X in favor of the Secured
Parties and (b) the Subsidiary Guaranty. Guaranty
Supplement has the meaning specified in Section 11 of the
Subsidiary Guaranty. Hazardous Materials means all
explosive or radioactive substances or wastes and all
hazardous or toxic substances or wastes, including
petroleum or petroleum distillates, natural gas, natural
gas liquids, asbestos or asbestos-containing materials,
polychlorinated biphenyls, radon gas, toxic mold,
infectious or medical wastes and all other wastes,
chemicals, pollutants or contaminants or compounds of any
nature in any form regulated to any Environmental Law.
Hedge Bank means any Person that, at the time it enters
into a Swap Contract permitted under Article VII, is a
Lender, an Affiliate of a Lender or an Agent Party, in its
capacity as a party to such Swap Contract. Holdings has the
meaning specified in the introductory paragraph hereto.
-22-

Honor Date has the meaning specified in Section 2.03(c).
Immaterial Subsidiary means, at any date of determination,
each Restricted Subsidiary of the Borrower (a) whose total
assets as of the last day of the most recent fiscal period
for which financial statements have been delivered to
Section 6.01 were less than 1% of Total Assets and (b)
whose gross revenues for the four fiscal quarter period
ended on such date were less than 1% of consolidated gross
revenues of the Borrower and its Restricted Subsidiaries
for such period; provided that if, at any time and from
time to time after the Closing Date, Restricted
Subsidiaries that are not Subsidiary Guarantors solely
because they meet the thresholds specified in clauses (a)
and (b) comprise in the aggregate more than 2.5% of Total
Assets as of the last day of the most recent fiscal period
for which financial statements have been delivered to
Section 6.01 or more than 2.5% of the consolidated gross
revenues of the Borrower and the Restricted Subsidiaries
for such period, then the Borrower shall, not later than
forty-five (45) days after the date by which financial
statements for such quarter are required to be delivered to
this Agreement (or such longer period as the Administrative
Agent may agree in its reasonable discretion), (i)
designate in writing to the Administrative Agent one or
more of such Restricted Subsidiaries to not be Immaterial
Subsidiaries to the extent required such that the foregoing
condition ceases to be true and (ii) comply with the
provisions of Section 6.12 applicable to such Restricted
Subsidiary. Incremental Dollar Basket has the meaning
specified in clause (i)(A) of the proviso of Section
2.16(a). Incremental Notes means Indebtedness of the Loan
Parties in respect of one or more series of senior secured
first lien notes issued to an indenture or a note purchase
agreement in a public offering, Rule 144A or other private
placement; provided that: (a) the final maturity date of
any Incremental Notes shall be no earlier than the Latest
Maturity Date; (b) the Incremental Notes shall have a
Weighted Average Life to Maturity equal to or greater than
the then remaining Weighted Average Life to Maturity of the
Outstanding Term Loans; (c) the Incremental Notes shall
rank pari passu in right of payment and security with the
existing Loans, and the holders of the Incremental Notes or
their representative shall be party to, and the Incremental
Notes shall be subject to, the First Lien Intercreditor
Agreement; (d) the security agreements relating to such
Incremental Notes shall be substantially the same as the
Collateral Documents (with such differences as are
reasonably satisfactory to the Administrative Agent) and
the obligations in respect thereof shall not be secured by
any Lien on any asset of the Borrower or any Restricted
Subsidiary other than any asset constituting Collateral;
(e) such Incremental Notes shall not be subject to any
Guarantee by any Person other than a Loan Party; and (f)
the documentation with respect to any Incremental Notes
shall contain no mandatory prepayment, repurchase or
redemption provisions except with respect to change of
control, asset sale and casualty event mandatory offers to
purchase and customary acceleration rights after an event
of default that are customary for financings of such type.
Incremental Ratio Exception has the meaning specified in
clause (i)(C) of the proviso of Section 2.16(a).
Indebtedness of any Person means, without duplication, (a)
all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures,
notes or similar instruments, (c) all obligations of such
Person under conditional sale or other title retention
agreements relating to property acquired by such Person,
(d) all obligations of such Person in respect of the
deferred purchase price of property or services (excluding
trade accounts payable and accrued obligations incurred in
the ordinary course of business), (e) all obligations of
others secured by any Lien on property owned or acquired by
such Person, whether or not the obligations secured thereby
have been assumed, but limited, in the event such secured
obligations are nonrecourse to -23-

such Person, to the fair value of such property, (f) all
Guarantees by such Person of the Indebtedness of any other
Person, (g) all Capitalized Leases of such Person, (h) all
reimbursement obligations of such Person as an account
party or applicant in respect of letters of credit and
letters of guaranty, (i) all obligations, contingent or
otherwise, of such Person in respect of bankers acceptances
and (j) all obligations of such Person in respect of
Disqualified Stock. The Indebtedness of any Person shall
include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to
the extent such Person is liable therefor as a result of
such Persons ownership interest in or other relationship
with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable
therefor. For the avoidance of doubt, any right of
Strategic Investors in a Qualified Subsidiary to require
the Borrower or any Qualified Subsidiary to repurchase the
Equity Interests in such Qualified Subsidiary held by such
Strategic Investors does not constitute Indebtedness.
Indemnified Taxes means all Taxes other than Excluded Taxes
imposed on or with respect to any payment made by or on
account of any obligation of any Loan Party under any Loan
Document. Indemnitee has the meaning specified in Section
11.05(b). Independent Assets or Operations has the meaning
specified in Section 6.01. Information has the meaning
specified in Section 11.08. Intellectual Property Security
Agreement means an intellectual property security
agreement, in substantially the form of Exhibit 4, 5 or 6
of the Security Agreement, in each case as amended.
Intercompany Loan Refinancing has the meaning specified in
Section 7.02(c). Intercompany Note Disposition has the
meaning specified in Section 7.05(q). Intercompany Note
Disposition Agreement means the Contribution, Assignment
and Assumption Agreement, dated as of April 20, 2016, by
and between American Renal Associates LLC, a Delaware
limited liability company, and Intercompany Notes Holdings.
Intercompany Notes has the meaning specified in Section 1.1
of the Security Agreement. Intercompany Notes Holdings
means Term Loan Holdings LLC, a Delaware limited liability
company. Intercompany Notes Holdings Dividend has the
meaning specified in Section 7.06(k). Interest Payment Date
means, (a) as to any Eurodollar 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, however, 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 or Swing Line 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 (with Swing Line Loans being deemed made
under the Revolving Credit Facility for purposes of this
definition). Interest Period means, as to each Eurodollar
Rate Loan, the period commencing on the date such
Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and, ending on the date
one, two, three or six months (or, if consented to by each
Lender of such Eurodollar Rate Loan, twelve months)
thereafter, as selected 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; -24-

(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 (c) no Interest Period shall extend beyond the
Maturity Date for the applicable Facility. Investment
means, as to any Person, any direct or indirect acquisition
or investment by such Person, whether by means of (a) the
purchase or other acquisition of Equity Interests of
another Person, (b) a loan, advance or capital contribution
to, Guarantee or assumption of debt of, or purchase or
other acquisition of any other debt or interest in, another
Person, or (c) the purchase or other acquisition (in one
transaction or a series of transactions) of assets of
another Person that constitute a business unit or all or
substantially all of the business of such Person. For
purposes of covenant compliance, the amount of any
Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the
value of such Investment. IP Rights has the meaning
specified in Section 5.16. IRS means the United States
Internal Revenue Service. ISP means, with respect to any
Letter of Credit, the International Standby Practices 1998
published by the Institute of International Banking Law
Practice, Inc. (or such later version thereof as may be in
effect at the time of issuance). Issuer Documents means
with respect to any Letter of Credit, the Letter of Credit
Application, and any other document, agreement and
instrument entered into by the L/C Issuer and the Borrower
(or any Restricted Subsidiary) or in favor of the L/C
Issuer and relating to such Letter of Credit. Junior
Financing has the meaning set forth in Section 7.14(a).
Junior Financing Documentation means any documentation
governing any Junior Financing. Junior Lien Indebtedness
means Indebtedness secured by Liens permitted by Section
7.01(o). Junior Lien Intercreditor Agreement means an
intercreditor agreement in form and substance reasonably
satisfactory to the Administrative Agent among the
Administrative Agent and one or more representatives for
the holders or lenders of Junior Lien Indebtedness. Latest
Maturity Date means, at any time of determination, the
latest Maturity Date for any Class of Loans or Commitments
outstanding at such time. Laws means, collectively, all
international, foreign, federal, state and local statutes,
treaties, rules, ordinances, codes, regulations and
ordinances of any Governmental Authority. L/C Advance
means, with respect to each Revolving Credit Lender, such
Lenders funding of its participation in any L/C Borrowing
in accordance with its Applicable Revolving Credit
Percentage. L/C Borrowing means an extension of credit
resulting from a drawing under any Letter of Credit which
has not been reimbursed on the date when made 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
increase of the amount thereof. L/C Issuer means SunTrust
Bank in its capacity as an issuer of Letters of Credit
hereunder, any other Lender designated by the Borrower
(with the consent (not, in the case of the Administrative
Agent, to be unreasonably withheld or delayed) of such
Lender and the Administrative Agent), as an issuer of
Letters of Credit hereunder and any Lender appointed by the
Borrower (with the consent (not, in the case of the
Administrative -25-

Agent, to be unreasonably withheld or delayed) of the
Administrative Agent) as such by notice to the Lenders as a
replacement for any L/C Issuer who is at the time of such
appointment a Defaulting Lender. References herein and in
the other Loan Documents to the L/C Issuer shall be deemed
to refer to the L/C Issuer in respect of the applicable
Letter of Credit or to all L/C Issuers, as the context
requires. L/C Obligations means, as at any date of
determination, the aggregate amount available to be drawn
under all outstanding Letters of Credit plus the aggregate
of all Unreimbursed Amounts, including all L/C Borrowings.
For purposes of computing the amount available to be drawn
under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 1.06.
For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms
but any amount may still be drawn thereunder by reason of
the operation of Rule 3.14 of the ISP, such Letter of
Credit shall be deemed to be outstanding in the amount so
remaining available to be drawn. Lead Arrangers means
SunTrust Robinson Humphrey, Inc., Merrill Lynch, Pierce,
Fenner Smith Incorporated (or any other registered
broker-dealer wholly-owned by Bank of America Corporation
to which all or substantially all of Bank of America
Corporations or any of its subsidiaries investment banking,
commercial lending services or related businesses may be
transferred following the date of this Agreement), Wells
Fargo Securities, LLC, Barclays Bank PLC and JPMorgan Chase
Bank, N.A. Lender has the meaning specified in the
introductory paragraph hereto (including, for the avoidance
of doubt, each Cashless Rollover Lender) and, as the
context requires, includes the Swing Line Lender, to the
extent such Person has a Commitment or Loan hereunder.
Lender Presentation means the lender presentation dated
June 2017 provided to the Lenders in connection with the
syndication of the facilities hereunder. Lending Office
means, as to any Lender, the office or offices of such
Lender described as such in such Lenders Administrative
Questionnaire, or such other office or offices as a Lender
may from time to time notify the Borrower and the
Administrative Agent, which office may include any
Affiliate of such Lender or any domestic or foreign branch
of such Lender or such Affiliate. Unless the context
otherwise requires each reference to a Lender shall include
its applicable Lending Office. 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 L/C
Issuer. Letter of Credit Expiration Date means the day that
is five Business Days prior to the 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 Fee has the meaning specified in Section
2.03(h). Letter of Credit Sublimit means an amount equal to
$10,000,000. The Letter of Credit Sublimit is part of, and
not in addition to, the Revolving Credit Facility. Lien
means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or
security interest in, on or of such asset and (b) the
interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or
any financing lease having substantially the same economic
effect as any of the foregoing) relating to such asset.
Limited Restricted Subsidiary means any Restricted
Subsidiary that is not a Subsidiary Guarantor or a
Qualified Subsidiary. -26-

Loan means an extension of credit by a Lender to the
Borrower under Article II in the form of a Term Loan, a
Revolving Credit Loan or a Swing Line Loan. Loan Documents
means, collectively, (a) this Agreement, (b) the Notes, (c)
any agreement creating or perfecting rights in cash
collateral to the provisions of Section 2.14, (d) the
Guaranty, (e) the Collateral Documents, (f) each Additional
Credit Extension Amendment, (g) any Junior Lien
Intercreditor Agreement, (h) any First Lien Intercreditor
Agreement, (i) each Issuer Document and (j) amendments of
and joinders to any Loan Document that are deemed to their
terms to be Loan Documents for purposes hereof. Loan
Obligations means all Obligations under or with respect to
the Loan Documents; provided that Excluded Swap Obligations
shall not be a Loan Obligation of any Guarantor that is not
a Qualified ECP Guarantor. Loan Parties means,
collectively, the Borrower and the Guarantors. Loan
Servicing Agreement means the Loan Servicing Agreement,
dated as of April 26, 2016, among American Renal Associates
LLC, a Delaware limited liability company, and Intercompany
Notes Holdings. London Banking Day means any day on which
dealings in Dollar deposits are conducted by and between
banks in the London interbank eurodollar market. Market
Capitalization means an amount equal to (i) the total
number of issued and outstanding shares of common Equity
Interests of Parent on the date of the declaration of a
Restricted Payment permitted to Section 7.06(n) multiplied
by (ii) the arithmetic mean of the closing prices per share
of such common Equity Interests on the principal securities
exchange on which such common Equity Interests are traded
for the 30 consecutive trading days immediately preceding
the date of declaration of such Restricted Payment. Master
Agreement has the meaning specified in the definition of
Swap Contract. Material Acquisition means any acquisition
of property or series of related acquisitions of property
that (a) constitute assets comprising all or substantially
all of an operating unit of a business or constitutes all
or substantially all of the Equity Interests of a Person
and (b) involve the payment of Acquisition Consideration by
the Borrower and its Restricted Subsidiaries in excess of
$5,000,000. Material Adverse Effect means (a) a material
adverse change in, or a material adverse effect upon, the
operations, business, properties, liabilities or financial
condition of the Borrower and its Restricted Subsidiaries
taken as a whole; (b) a material impairment of the material
rights and remedies of the Administrative Agent or any
Lender under any Loan Document, or of the ability of any
Loan Party to perform its material obligations under any
Loan Document to which it is a party; or (c) a material
adverse effect upon the legality, validity, binding effect
or enforceability against any Loan Party of any Loan
Document to which it is a party. Material Disposition means
any Disposition of a Restricted Subsidiary or line of
business as a going concern that has a Fair Market Value in
excess of $5,000,000. Material Real Property means real
properties owned by the Borrower or any Loan Party with a
cost or book value (whichever is greater) in excess of
$5,000,000. Maturity Date means (a) with respect to the
Revolving Credit Facility, June 22, 2022, (b) with respect
to the Term B Loans, June 22, 2024, and (c) with respect to
any other Class of Loans or Commitments, the maturity date
specified in the Additional Credit Extension Amendment
related thereto; provided, however, that if any such day is
not a Business Day, the Maturity Date shall be the next
preceding Business Day. Maximum Rate has the meaning
specified in Section 11.10. Medicaid means that
government-sponsored entitlement program under Title XIX,
P.L. 89-979, of the Social Security Act, which provides
federal grants to states for medical assistance based on
specific eligibility -27-

criteria, as set forth at Section 1396, et seq. of Title 42
of the United States Code, as amended, and any statute
succeeding thereto. 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, as amended, and any statute
succeeding thereto. Moodys means Moodys Investors Service,
Inc. and any successor thereto. Mortgage has the meaning
specified in Section 6.12(a)(ii). Multiemployer Plan means
any employee benefit plan of the type described in Section
4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or
during the preceding five plan years, has made or been
obligated to make contributions. Net Cash Proceeds means:
(a) 50% of the cash proceeds actually received by Holdings
or any of the Restricted Subsidiaries (including any cash
payments received by way of deferred payment of principal
to a note or installment receivable or purchase price
adjustment receivable or otherwise and including casualty
insurance settlements and condemnation awards, but in each
case only as and when received) from any Disposition (other
than an Intercompany Loan Refinancing) or Casualty Event,
net of (i) attorneys fees, accountants fees, investment
banking fees, survey costs, title insurance premiums, and
related search and recording charges, transfer taxes, deed
or mortgage recording taxes, other customary expenses and
brokerage, consultant and other customary fees actually
incurred in connection therewith, (ii) the principal
amount, premium or penalty, if any, interest and other
amounts on any Indebtedness that is secured by a Lien
(other than a Lien that ranks pari passu with or
subordinated to the Liens securing the Loan Obligations) on
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), (iii) in the
case of any Disposition or Casualty Event by a non-Wholly
Owned Restricted Subsidiary, the pro rata portion of the
Net Cash Proceeds thereof (calculated without regard to
this clause (iii)) attributable to minority interests and
not available for distribution to or for the account of
Holdings or a Wholly Owned Restricted Subsidiary as a
result thereof, (iv) taxes paid or reasonably estimated to
be payable as a result thereof, and (v) the amount of any
reasonable reserve established in accordance with GAAP
against any adjustment to the sale price or any liabilities
(other than any taxes deducted to clause (i) above) (x)
related to any of the applicable assets and (y) retained by
Holdings or any of the Restricted Subsidiaries including
pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any
indemnification obligations (however, the amount of any
subsequent reduction of such reserve (other than in
connection with a payment in respect of any such liability)
shall be deemed to be Net Cash Proceeds of such Disposition
or Casualty Event occurring on the date of such reduction);
provided, that, if no Default exists, the Borrower may
reinvest any portion of such proceeds in assets useful for
its business (which shall include any Investment permitted
by this Agreement) within 12 months of such receipt and
such portion of such proceeds shall not constitute Net Cash
Proceeds except to the extent not, within 12 months of such
receipt, so reinvested or contractually committed to be so
reinvested (it being understood that if any portion of such
proceeds are not so used within such 12 month period but
within such 12 month period are contractually committed to
be used, then upon the termination of such contract or if
such Net Cash Proceeds are not so used within 18 months of
initial receipt, such remaining portion shall constitute
Net Cash Proceeds as of the date of such termination or
expiry without giving effect to this proviso; provided,
further, that such proceeds shall constitute Net Cash
Proceeds to this clause (a) only if (x) the amount realized
in a single transaction or series of related transactions
exceeds $5,000,000 (and only to the extent of the amount of
such excess) or (y) the amount excluded to clause (x)
exceeds $10,000,000 in any fiscal year (and only to the
extent of the amount of such excess), and (b) 50% of the
cash proceeds from the incurrence or issuance by Holdings
or any of the Restricted Subsidiaries of any Indebtedness
or any Intercompany Loan Refinancing or any issuance or
sale -28-

of Equity Interests, net of all taxes paid or reasonably
estimated to be payable as a result thereof and fees
(including investment banking fees and discounts),
commissions, costs and other expenses, in each case
incurred in connection with such incurrence, issuance or
sale. New Holders has the meaning specified in the
definition of Change of Control. Non-Cash Charges means (a)
losses on asset sales, disposals or abandonments, (b) any
impairment charge or asset write-off or write-down related
to intangible assets, goodwill, long-lived assets, and
investments in debt and equity securities to GAAP, (c) all
losses from investments recorded using the equity method,
(d) stock-based awards compensation expense, and (e) other
non-cash charges (provided that if any non-cash charges,
expenses and write-downs referred to in this clause (e)
represent an accrual or reserve for potential cash items in
any future period, the cash payment in respect thereof in
such future period shall be subtracted from Consolidated
EBITDA of such future period to such extent, and excluding
amortization of a prepaid cash item that was paid in a
prior period). Non-Consenting Lender has the meaning
specified in Section 11.14. Non-Extension Notice Date has
the meaning specified in Section 2.03(b)(iii).
Non-Reinstatement Deadline has the meaning specified in
Section 2.03(b)(iv). Note means a Revolving Credit Note or
Term B Note, as the context may require. Note Delivery Date
has the meaning specified in Section 6.12(c). NPL means the
National Priorities List under CERCLA. Obligations means
all advances to, and debts, liabilities, obligations,
covenants and duties of, any Person arising under any
agreement or otherwise, in each case 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 Person 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. OFAC has the meaning specified in Section
5.22(c). OID has the meaning specified in Section
2.16(a)(v). Organization Documents means (a) with respect
to any corporation, the certificate or articles of
incorporation and the bylaws (or equivalent or comparable
constitutive documents with respect to any non-U.S.
jurisdiction); (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, 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 Equity Uses means with
respect to the use of the proceeds of the issuance and sale
of Equity Interests (i) to permit the incurrence of
Contribution Indebtedness, (ii) to increase the amount of
the Cumulative Credit, (iii) to increase the Restricted
Payments basket under Sections 7.06(e)(i), (iv) to increase
the amount available for the repurchase, redemption or
other acquisition or retirement for value of Disqualified
Stock of the Borrower or any Restricted Subsidiary of the
Borrower under Section 7.06(i) or (v) to cure a financial
covenant Event of Default to Section 8.04(a) (each, a
Permitted Equity Use), the use of such proceeds for any
other Permitted Equity Use. -29-

Other Taxes means all present or future stamp, documentary,
recording, filing, property, excise or similar Taxes
arising from any payment made hereunder or under any other
Loan Document or from the execution, performance,
registration, delivery or enforcement of, from the receipt
or perfection of a security interest under, or otherwise
with respect to, this Agreement or any other Loan Document.
Outstanding Amount means (a) with respect to Term Loans,
Revolving Credit Loans and Swing Line Loans, on any date,
the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or
repayments of Term Loans, Revolving Credit Loans and Swing
Line Loans, as the case may be, occurring on such date; and
(b) with respect to any L/C Obligations, on any date, the
amount of such L/C Obligations on such date after giving
effect to any L/C Credit Extension occurring on such date
and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any
reimbursements by the Borrower of Unreimbursed Amounts.
Outstanding Term Loan has the meaning specified in Section
2.16(a)(iv). parent has the meaning specified in the
definition of Subsidiary. Parent means American Renal
Associates Holdings, Inc., a Delaware corporation.
Participant has the meaning specified in Section 11.07(e).
Participant Register has the meaning specified in Section
11.07(e). PBGC means the Pension Benefit Guaranty
Corporation and any successor entity performing similar
functions. Pension Plan means any Plan (other than a
Multiemployer Plan) that is maintained or is contributed to
by the Borrower or any ERISA Affiliate and is either
covered by Title IV of ERISA or is subject to the minimum
funding standards under Section 412 of the Code. Perfection
Certificate means a certificate in the form of Exhibit I-1
or any other form approved by the Administrative Agent, as
the same shall be supplemented from time to time by a
Perfection Certificate Supplement or otherwise. Perfection
Certificate Supplement means a certificate supplement in
the form of Exhibit I-2 or any other form approved by the
Administrative Agent. Permitted Business means (i) any
business engaged in by the Borrower or any of its
Restricted Subsidiaries on the Closing Date, and (ii) any
business or other activities that are reasonably similar,
ancillary, complementary or related to, or a reasonable
extension, development or expansion of, the businesses in
which the Borrower and its Restricted Subsidiaries are
engaged on the Closing Date. Permitted Collateral Liens
means (i) in the case of Collateral other than real
property subject to a Mortgage and any pledged securities,
Liens permitted under Section 7.01, (ii) in the case of
real property subject to a Mortgage, Permitted Collateral
Liens means the Liens described in Section 7.01(a), (c),
(d), (g), (m), (o) and (r) and (iii) in the case of
Collateral consisting of pledged securities, means the
Liens described in Section 7.01(a), (o) and (w). Permitted
Equity Use has the meaning specified in the definition of
Other Equity Uses. Permitted Holder Group shall have the
meaning provided in the definition of the term Permitted
Holders. Permitted Holders means (a) the Sponsor and its
Affiliates (other than portfolio companies or holding
companies of portfolio companies (other than a direct or
indirect holding company of the Borrower)) and (b) any -30-

group (within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934 (or any successor
provision)) the members of which include any of the
Permitted Holders specified in clause (a) above (a
Permitted Holder Group); provided that, in the case of any
Permitted Holder Group, the Permitted Holders specified in
clause (a) above own, directly or indirectly, Equity
Interests having more than 50.0% of the total voting power
of the Voting Stock of Holdings (or any other direct or
indirect parent company of Holdings) held by such Permitted
Holder Group. Permitted Payment Restriction means, with
respect to any Restricted Subsidiary, any restriction that
(i) becomes effective only upon the occurrence of (x)
specified events under its Organization Documents or (y) a
default by such Restricted Subsidiary in the payment of
principal of or interest, a bankruptcy default, a default
on any financial covenant or any other material event of
default (or, solely in the case of Indebtedness owing to a
third party lender, any default or event of default), in
each case on Indebtedness that was incurred by such
Restricted Subsidiary in compliance with Section 7.02 and
(ii) does not materially impair the Borrowers ability to
make scheduled payments of cash interest and fees and to
make required principal payments on the Loans, as
determined in good faith by the Board of Directors of the
Borrower. Permitted Payments to Holdings means (1)
payments, directly or indirectly, to Holdings or any other
direct or indirect parent company of the Borrower
(including Parent) to be used by Holdings (or any other
direct or indirect parent company of the Borrower) to pay
(x) consolidated, combined or similar federal, state and
local taxes payable by Holdings (or such parent company)
and directly attributable to (or arising as a result of)
the operations of the Borrower and its Subsidiaries and (y)
franchise or similar taxes and fees of Holdings (or such
parent company) required to maintain Holdings (or such
parent companys) corporate or other existence and other
taxes; provided that: (a) the amount of such dividends,
distributions or advances paid shall not exceed the amount
(x) that would be due with respect to a consolidated,
combined or similar federal, state or local tax return for
the Borrower and its Subsidiaries if the Borrower were the
parent of such group for federal, state and local tax
purposes plus (y) the actual amount of such franchise or
similar taxes and fees of Holdings (or such parent company)
required to maintain Holdings (or such parent companys)
corporate or other existence and other taxes, each as
applicable; (b) such payments are used by Holdings (or such
parent company) for such purposes within 90 days of the
receipt of such payments; and (c) such payments in respect
of an Unrestricted Subsidiary shall be permitted only to
the extent that cash distributions were made by such
Unrestricted Subsidiary to the Borrower or any of its
Restricted Subsidiaries for such purpose; (2) payments,
directly or indirectly, to Holdings or any other direct or
indirect parent company of the Borrower if the proceeds
thereof are used to pay general corporate and overhead
costs and expenses (including, without limitation,
administrative, legal, accounting and similar expenses for
services of third parties or salaries and other
compensation of employees) incurred in the ordinary course
of its business or of the business of Holdings or such
other parent company of the Borrower as a direct or
indirect holding company for the Borrower or used to pay
fees and expenses (other than to Affiliates) relating to
any unsuccessful debt or equity financing, in each case,
only to the extent directly attributable to the operations
of Holdings and its Restricted Subsidiaries; and (3) so
long as no Default exists at the time of such payment or
would result therefrom, payments, directly or indirectly,
to Holdings or any other direct or indirect parent company
of the Borrower if the proceeds thereof are used to pay
amounts payable to the Permitted Holders to Section
7.08(b), solely to the extent such amounts are not paid
directly by the Borrower or any of its Restricted
Subsidiaries. -31-

Permitted Refinancing Indebtedness means any Indebtedness
of the Borrower or any of its Restricted Subsidiaries
issued in exchange for, or the net proceeds of which are
used to extend, renew, refund, refinance, replace, defease
or discharge other Indebtedness of the Borrower or any of
its Restricted Subsidiaries; provided that: (a) the
principal amount (or accreted value, if applicable) of such
Permitted Refinancing Indebtedness does not exceed the
principal amount (or accreted value, if applicable) of the
Indebtedness extended, renewed, refunded, refinanced,
replaced, defeased or discharged (the Refinanced
Indebtedness) (plus all accrued interest on the Refinanced
Indebtedness and the amount of all fees, commissions,
discounts and expenses, including premiums, incurred in
connection therewith); (b) either (x) such Permitted
Refinancing Indebtedness has a final maturity date 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 Refinanced Indebtedness or
(y) all scheduled payments on or in respect of such
Permitted Refinancing Indebtedness (other than interest
payments) shall be at least 91 days following the Latest
Maturity Date; (c) if the Refinanced Indebtedness is
subordinated in right of payment to the Loan Obligations,
such Permitted Refinancing Indebtedness is subordinated in
right of payment to the Loan Obligations on terms at least
as favorable to the Lenders as those contained in the
documentation governing the Refinanced Indebtedness; (d)
such Indebtedness is incurred (i) by the Borrower or by the
Restricted Subsidiary who is the obligor on the Refinanced
Indebtedness; (ii) by the Borrower or any Guarantor if the
obligor on the Refinanced Indebtedness is the Borrower or a
Subsidiary Guarantor; or (iii) by any Qualified Subsidiary
if the obligor on the Refinanced Indebtedness is a
Qualified Subsidiary; and (e) such Indebtedness is only
secured if and to the extent and with the priority the
Refinanced Indebtedness is secured, and if such Refinanced
Indebtedness is subject to an intercreditor agreement, the
holders of such Permitted Refinancing Indebtedness or their
representative on their behalf shall become party to such
intercreditor agreement. Person means any natural person,
corporation, limited liability company, trust, joint
venture, association, company, partnership, governmental
authority or other entity. Plan means any employee benefit
plan within the meaning of Section 3(3) of ERISA,
established, maintained or contributed to by the Borrower
or any ERISA Affiliate. Platform has the meaning specified
in Section 6.02. Pledged Securities has the meaning
specified in Section 1.1 of the Security Agreement.
Portfolio Interest Exemption has the meaning specified in
Section 3.01(e)(ii)(B)(III). primary obligor has the
meaning specified in the definition of Guarantee. Prime
Rate has the meaning specified in the definition of Base
Rate. Pro Forma Basis means, with respect to any
calculation for any period: -32-

(a) Material Acquisitions and Material Dispositions that
have been made by the Borrower or any of its Restricted
Subsidiaries, or any Person or any of its Subsidiaries
acquired by, merged or consolidated with the Borrower or
any of its Restricted Subsidiaries, and including any
related financing transactions and including increases in
ownership of Restricted Subsidiaries, during such period or
subsequent to the period and on or prior to the date for
which the calculation is being made (the Calculation Date)
will be given pro forma effect, including giving effect to
Pro Forma Cost Savings, as if they had occurred on the
first day of the period; (b) any Person that is a
Restricted Subsidiary on the Calculation Date will be
deemed to have been a Restricted Subsidiary at all times
during such period; (c) any Person that is not a Restricted
Subsidiary on the Calculation Date will be deemed not to
have been a Restricted Subsidiary at any time during such
period; and (d) if any Indebtedness bears a floating rate
of interest, the interest expense on such Indebtedness will
be calculated as if the rate in effect on the Calculation
Date had been the applicable rate for the entire period
(taking into account the effect on such interest rate of
any Secured Hedge Agreement applicable to such
Indebtedness). The calculations above shall be made in good
faith by a responsible financial or accounting officer of
the Borrower. Interest on a Capitalized Lease shall be
deemed to accrue at an interest rate reasonably determined
by a responsible financial or accounting officer of the
Borrower to be the rate of interest implicit in such
Capitalized Lease in accordance with GAAP. For purposes of
making the computation referred to above, interest on any
Indebtedness under a revolving credit facility computed on
a pro forma basis shall be computed based upon the average
daily balance of such Indebtedness during the applicable
period. Interest on Indebtedness that may optionally be
determined at an interest rate based upon a factor of a
prime or similar rate, a eurocurrency interbank offered
rate, or other rate, shall be deemed to have been based
upon the rate actually chosen, or, if none, then based upon
such optional rate chosen as the Borrower may designate.
For the purposes of Sections 2.16(a)(i), 6.15, 7.02(c),
7.02(i), 7.02(l), 7.03(g) and 7.14, when calculating
compliance with a financial ratio as of any date,
Consolidated Net Debt shall be calculated as of such date
(after giving effect to all incurrences and repayments of
Indebtedness and uses (other than ordinary working capital
uses) of cash and Cash Equivalents to occur on such date)
and Consolidated EBITDA shall be calculated as of the four
quarter period ending on the most recent date in respect of
which a recent balance sheet has been (or was required to
be) delivered under Section 6.01(a) or (b). For the
purposes of calculating the Consolidated Net Leverage Ratio
for purposes of (i) the definition of Applicable Rate, (ii)
the Applicable ECF Percentage and (iii) determining actual
compliance (and not compliance on a Pro Forma Basis) with
the financial covenant to Section 7.10, events that
occurred subsequent to the end of the applicable four
quarter period shall not be given pro forma effect.
Notwithstanding anything to the contrary in this Agreement,
with respect to any incurrence of Indebtedness to the
provisions of either Section 2.16 or Section 7.02(u), the
pro forma calculation of the Consolidated First Lien Net
Leverage Ratio and/or the Consolidated Net Leverage Ratio,
as applicable, shall not give pro forma effect to any
Indebtedness being incurred (or expected to be incurred)
substantially simultaneously or contemporaneously with the
incurrence of any such Indebtedness in reliance on the
Incremental Dollar Basket. Pro Forma Cost Savings means,
with respect to any period, and without duplication of any
amounts set forth in clauses (a)(vi) and (a)(vii)(A) of the
definition of Consolidated EBITDA, the reduction in net
costs and related adjustments that (i) were directly
attributable to any Material Acquisition or Material
Disposition that occurred during the four-quarter reference
period or subsequent to the four-quarter reference period
and on or prior to the date of determination and calculated
on a basis that is consistent with Regulation S-X under the
Securities Act of 1933 as in effect and applied as of the
date of this Agreement, (ii) were actually implemented by
the business that was the subject of any such Material
Acquisition or Material Disposition within 12 months after
the date of the acquisition, merger, consolidation or
disposition and prior to the date of determination that are
supportable and quantifiable by the underlying accounting
records of such business or (iii) relate to the business
that is the subject of any such acquisition, merger,
consolidation or disposition and that the Borrower
reasonably determines are probable based upon specifically
identifiable actions to be taken within 12 months of the
date of the acquisition, merger, consolidation or
disposition and, in the case of each of the preceding
clauses (i), (ii) and (iii), are described, as provided
below, in a certificate of a Responsible Officer, as if all
such reductions in costs had been effected as of the -33-

beginning of such period. Pro Forma Cost Savings described
above shall be accompanied by a certificate of a
Responsible Officer delivered to the Administrative Agent
from the chief financial officer of the Borrower that
outlines the actions taken or to be taken, the net cost
savings achieved or to be achieved from such actions and
that, in the case of clause (iii) above, such savings have
been determined to be probable. Public Lender has the
meaning specified in Section 6.02. Put Right has the
meaning assigned to such term in the Loan Servicing
Agreement. Qualified ECP Guarantor means, in respect of any
Swap Obligation, each Loan Party that has total assets
exceeding $10,000,000 at the time the relevant Guarantee or
grant of the relevant security interest becomes effective
with respect to such Swap Obligation is incurred or such
other person as constitutes an eligible contract
participant under the Commodity Exchange Act or any
regulations promulgated thereunder and can cause another
person to qualify as an eligible contract participant at
such time by entering into a keepwell under Section
1a(18)(A)(v)(II) of the Commodity Exchange Act. Qualified
Receivables Transaction means any transaction or series of
transactions entered into by the Borrower or any of its
Restricted Subsidiaries to which the Borrower or any of its
Restricted Subsidiaries sells, conveys or otherwise
transfers, or grants a security interest, to: (1) a
Receivables Subsidiary (in the case of a transfer by the
Borrower or any of its Restricted Subsidiaries, which
transfer may be effected through the Borrower or one or
more of its Restricted Subsidiaries); and (2) if
applicable, any other Person (in the case of a transfer by
a Receivables Subsidiary), in each case, in any accounts
receivable (including health care insurance receivables),
instruments, chattel paper, general intangibles and similar
assets (whether now existing or arising in the future, the
Receivables) of the Borrower or any of its Restricted
Subsidiaries, and any assets related thereto, including all
collateral securing such Receivables, all contracts,
contract rights and all guarantees or other obligations in
respect of such Receivables, proceeds of such Receivables
and any other assets, which are customarily transferred or
in respect of which security interests are customarily
granted in connection with receivables financings and asset
securitization transactions of such type, together with any
related transactions customarily entered into in
receivables financings and asset securitizations, including
servicing arrangements. All determinations under this
Agreement as to whether a particular provision in respect
of a receivables transaction is customary shall be made by
the Borrower in good faith (which determination shall be
conclusive). Qualified Subsidiary means a Restricted
Subsidiary that satisfies each of the following
requirements: (1) except for Permitted Payment
Restrictions, there are no consensual encumbrances or
restrictions on the ability of such Subsidiary to (a) pay
dividends or make any other distributions on its Equity
Interests to the Borrower or a Restricted Subsidiary or pay
any Indebtedness owed to the Borrower or a Restricted
Subsidiary or (b) make any loans or advances to the
Borrower or a Restricted Subsidiary; (2) the Equity
Interests of such Subsidiary are owned by the Borrower
and/or one or more of its Qualified Subsidiaries and, if it
is not a Wholly Owned Restricted Subsidiary, one or more of
(A) Strategic Investors, (B) directors of such Subsidiary
(only to the extent holding directors qualifying shares)
and (C) any other Person to the extent ownership by such
other Person is required as a result of changes in law
occurring after the Closing Date; and (3) the primary
business of such Subsidiary is a Permitted Business.
Receivables has the meaning specified in the definition of
Qualified Receivables Transaction. Receivables Fees means
distributions or payments made directly or by means of
discounts with respect to any participation interest issued
or sold in connection with, and other fees paid to a Person
that is not a Restricted Subsidiary in connection with, any
Qualified Receivables Transaction. -34-

Receivables Repurchase Obligation means any obligation of a
seller of receivables in a Qualified Receivables
Transaction to repurchase receivables arising as a result
of a breach of a representation, warranty or covenant or
otherwise, including as a result of a receivable or portion
thereof becoming subject to any asserted defense, dispute,
off-set or counterclaim of any kind as a result of any
action taken by, any failure to take action by or any other
event relating to the seller. Receivables Subsidiary means
a Restricted Subsidiary which engages in no activities
other than in connection with the financing of accounts
receivable and in businesses related or ancillary thereto
and that is designated by the Board of Directors of the
Borrower (as provided below) as a Receivables Subsidiary
(A) no portion of the Indebtedness or any other Obligations
(contingent or otherwise) of which: (1) is guaranteed by
Holdings or any of its Restricted Subsidiaries (excluding
guarantees of Obligations (other than the principal of, and
interest on, Indebtedness) to Standard Securitization
Undertakings); (2) is recourse to or obligates Holdings or
any of its Restricted Subsidiaries in any way other than to
Standard Securitization Undertakings; or (3) subjects any
property or asset Holdings or any of its Restricted
Subsidiaries (other than accounts receivable and related
assets as provided in the definition of Qualified
Receivables Transaction), directly or indirectly,
contingently or otherwise, to the satisfaction thereof,
other than to Standard Securitization Undertakings; and (B)
with which neither Holdings nor any of its Restricted
Subsidiaries has any material contract, agreement,
arrangement or understanding other than on terms no less
favorable to Holdings or such Restricted Subsidiary than
those that might be obtained at the time from Persons who
are not Affiliates of the Borrower, other than as may be
customary in a Qualified Receivables Transaction including
for fees payable in the ordinary course of business in
connection with servicing accounts receivable; and (C) with
which neither Holdings nor any of its Restricted
Subsidiaries has any obligation to maintain or preserve
such Restricted Subsidiarys financial condition or cause
such Restricted Subsidiary to achieve certain levels of
operating results other than to representations,
warranties, covenants and indemnities entered into in
connection with a Qualified Receivables Transaction. The
Borrower shall deliver to the Administrative Agent a
certified copy of the resolution of the Board of Directors
of the Borrower giving effect to any such designation and a
certificate of a Responsible Officer certifying that such
designation complied with the foregoing conditions.
Refinanced Indebtedness has the meaning provided in the
definition of Permitted Refinancing Indebtedness.
Refinancing means (x) the repayment of the Existing Credit
Agreement and the termination of all commitments and
guaranties thereunder and (y) the termination and release
of all security interests and in connection therewith or
the making of provisions therefor reasonably acceptable to
the Administrative Agent. Refinancing Effective Date has
the meaning specified in Section 2.18. Refinancing Note
Holder shall have the meaning provided in Section 2.18(b).
Refinancing Notes shall have the meaning provided in
Section 2.18(a). Refinancing Notes Indenture shall mean the
indenture entered into with respect to the Refinancing
Notes and to which same shall be issued. Refinancing Term
Lender has the meaning specified in Section 2.18.
Refinancing Term Loans has the meaning specified in Section
2.18. -35-

Register has the meaning specified in Section 11.06(c).
Related Parties means, with respect to any Person, such
Persons Affiliates and the partners, directors, officers,
employees, agents, trustees and advisors of such Person and
of such Persons Affiliates. Release means any release,
spill, emission, discharge, deposit, disposal, leaking,
pumping, pouring, dumping, emptying, injection or leaching
into the Environment, or into any building, structure or
facility. Replaced Revolving Credit Commitments has the
meaning specified in Section 2.19. Replacement Preferred
Stock means any Disqualified Stock of the Borrower or any
of its Restricted Subsidiaries issued in exchange for, or
the net proceeds of which are used to redeem, refund,
refinance, replace or discharge any Disqualified Stock of
the Borrower or any of its Restricted Subsidiaries (other
than Disqualified Stock issued by the Borrower or a
Restricted Subsidiary to the Borrower or another Restricted
Subsidiary); provided that such Replacement Preferred Stock
(i) is issued by the Borrower or by the Restricted
Subsidiary who is the issuer of the Disqualified Stock
being redeemed, refunded, refinanced, replaced or
discharged, (ii) does not have an initial liquidation
preference in excess of the liquidation preference plus
accrued and unpaid dividends on the Disqualified Stock
being redeemed, refunded, refinanced, replaced or
discharged and (iii) does not require redemption,
repurchase or discharge at any time prior to the date on
which the Disqualified Stock being redeemed, refunded,
refinanced, replaced or discharged is required to be
redeemed, repurchased or discharged. Replacement Revolving
Credit Commitments has the meaning specified in Section
2.19. Replacement Revolving Credit Commitment Effective
Date has the meaning specified in Section 2.19. Replacement
Revolving Credit Lender has the meaning specified in
Section 2.19. Reportable Event means any of the events set
forth in Section 4043(c) of ERISA, other than events for
which the 30 day notice period has been waived with respect
to a Pension Plan (other than a Pension Plan maintained by
an ERISA Affiliate that is considered an ERISA Affiliate
only to subsection (m) or (o) of Section 414 of the Code).
Repricing Transaction means (a) the incurrence by the
Borrower of any Indebtedness (including, without
limitation, any new or additional term loans under this
Agreement, whether incurred directly or by way of the
conversion of Term B Loans into a new Class of replacement
term loans under this Agreement) that is broadly marketed
or syndicated to banks and/or other institutional investors
in financings similar to the facilities provided for in
this Agreement (i) having an Effective Yield for such
Indebtedness that is less than the Effective Yield for the
Term B Loans, but excluding Indebtedness incurred in
connection with a Change of Control, and (ii) the proceeds
of which are used to prepay (or, in the case of a
conversion, deemed to prepay or replace), in whole or in
part, outstanding principal of Term B Loans or (b) any
effective reduction in the Effective Yield for the Term B
Loans (e.g., by way of amendment, waiver or otherwise).
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, (b) with
respect to an L/C Credit Extension, a Letter of Credit
Application, and (c) with respect to a Swing Line Loan, a
Swing Line Loan Notice. Required Lenders means, as of any
date of determination, Lenders holding more than 50% of the
sum of the (a) Total Outstandings (with the aggregate
amount of each Revolving Credit Lenders risk participation
and funded participation in L/C Obligations and Swing Line
Loans being deemed held by such Revolving Credit Lender for
purposes of this definition) and (b) aggregate unused
Commitments; provided that the unused Commitment of, and
the portion of the Total Outstandings held or deemed held
by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Lenders. Required
Revolving Lenders means, as of any date of determination,
Revolving Credit Lenders holding more than 50% of the sum
of the (a) Total Revolving Credit Outstandings (with the
aggregate amount of each -36-

Revolving Credit Lenders risk participation and funded
participation in L/C Obligations and Swing Line Loans being
deemed held by such Revolving Credit Lender for purposes of
this definition) and (b) aggregate unused Revolving Credit
Commitments; provided that the unused Revolving Credit
Commitment of, and the portion of the Total Revolving
Credit Outstandings held or deemed held by, any Defaulting
Lender shall be excluded for purposes of making a
determination of Required Revolving Lenders. Required
Tranche Term Lenders means, as of any date of
determination, with respect to any Class of Term Loans,
Lenders holding more than 50% of the Term Loans of such
Class on such date; provided that Term Loans held by any
Defaulting Lender shall be excluded for purposes of making
a determination of Required Tranche Term Lenders.
Responsible Officer means the chief executive officer,
president, chief financial officer, treasurer, assistant
treasurer or controller of a Loan Party and, solely for
purposes of notices given to Article II, any other officer
of the applicable Loan Party so designated by any of the
foregoing officers in a notice to the Administrative Agent
or any other officer or employee of the applicable Loan
Party designated in or to an agreement between the
applicable Loan Party and the Administrative Agent. 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, with respect to any
Person, any dividend or other distribution (whether in
cash, securities or other property) with respect to any
capital stock or other Equity Interest of such Person, or
any payment by such Person (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 capital stock or other Equity
Interest of such Person, or on account of any return of
capital to any Persons stockholders, partners or members
(or the equivalent of any thereof), or any option, warrant
or other right to acquire any such dividend or other
distribution or payment. Restricted Subsidiary means, of
any Person, any Subsidiary of such Person other than an
Unrestricted Subsidiary. Unless otherwise specified,
references to a Restricted Subsidiary will be deemed to be
a Restricted Subsidiary of the Borrower. Retained
Percentage means, with respect to any Excess Cash Flow
Period, (a) 50% minus (b) the Applicable ECF Percentage
with respect to such Excess Cash Flow Period. Revolving
Credit Borrowing means a borrowing consisting of
simultaneous Revolving Credit Loans of the same Type and,
in the case of Eurodollar Rate Loans, having the same
Interest Period made by each of the Revolving Credit
Lenders to Section 2.01. Revolving Credit Commitment means,
as to each Revolving Credit Lender, its obligation to (a)
make Revolving Credit Loans to the Borrower to Section
2.01(b) or to an Additional Credit Extension Amendment, (b)
purchase participations in L/C Obligations, and (c)
purchase participations in Swing Line Loans, in an
aggregate principal amount at any one time outstanding not
to exceed the amount set forth opposite such Lenders name
on Schedule 2.01 under the caption Revolving Credit
Commitment or opposite such caption in the Additional
Credit Extension Amendment or Assignment and Assumption to
which such Lender becomes a party hereto, as applicable, as
such amount may be adjusted from time to time in accordance
with this Agreement. As of the Closing Date, the aggregate
Revolving Credit Commitments of all Revolving Credit
Lenders is $100,000,000. Revolving Credit Exposure means,
as to each Revolving Credit Lender, the sum of the amount
of the outstanding principal amount of such Revolving
Credit Lenders Revolving Credit Loans and its Applicable
Percentage or other applicable share provided for under
this Agreement of the amount of the L/C Obligations and the
Swing Line Loans outstanding at such time. Revolving Credit
Extension Request has the meaning specified in Section
2.17(b). -37-

Revolving Credit Facility means, at any time, the aggregate
amount of the Revolving Credit Lenders Revolving Credit
Commitments at such time. Revolving Credit Lender means, at
any time, any Lender that has a Revolving Credit Commitment
at such time. Revolving Credit Loan means a revolving loan
made to Section 2.01(b) or an Additional Credit Extension
Amendment. Revolving Credit Note means a promissory note
made by the Borrower in favor of a Revolving Credit Lender
evidencing Revolving Credit Loans or Swing Line Loans, as
the case may be, made by such Revolving Credit Lender,
substantially in the form of Exhibit C-2. SP means Standard
Poors Financial Services LLC, a subsidiary of The
McGraw-Hill Companies, Inc., and any successor thereto.
Sale and Leaseback Transaction has the meaning specified in
Section 7.11. Sanctions has the meaning specified in
Section 5.22(c). SEC means the Securities and Exchange
Commission, or any Governmental Authority succeeding to any
of its principal functions. Secured Cash Management
Agreement means any Cash Management Agreement that is
entered into by and between the Borrower or any Subsidiary
Guarantor, on the one hand, and any Cash Management Bank,
on the other hand. Secured Hedge Agreement means any Swap
Contract permitted under Article VII that is entered into
by and between Borrower or any Subsidiary Guarantor, on the
one hand, and any Hedge Bank, on the other hand. Secured
Intercompany Loan has the meaning specified in Section
7.03(c). Secured Intercompany Note means a promissory note
made by any Qualified Subsidiary to the Borrower or any
Subsidiary Guarantor evidencing Secured Intercompany Loans.
Secured Obligations means all Obligations of, any Loan
Party arising under any Loan Document or otherwise with
respect to any Loan, Letter of Credit, Secured Cash
Management Agreement or Secured Hedge Agreement; provided
that Excluded Swap Obligations shall not be a Secured
Obligation of any Guarantor that is not a Qualified ECP
Guarantor. Secured Parties means, collectively, the
Administrative Agent, the Lenders, the L/C Issuer, the
Hedge Banks, the Cash Management Banks, each co-agent or
sub-agent appointed by the Administrative Agent from time
to time to Section 9.05, and the other Persons the
Obligations owing to which are secured by the Collateral
under the terms of the Collateral Documents. Security
Agreement means a security agreement, in substantially the
form of Exhibit G (together with each Security Agreement
Supplement delivered to Section 6.12, in each case as
amended, the Security Agreement), duly executed by each
Loan Party. Security Agreement Supplement has the meaning
specified in Section 1.1(c) of the Security Agreement.
Social Security Act means the Social Security Act of 1965.
Solvent means, with respect to any Person on a particular
date, that on such date (i) the fair value of the property
of such Person is not less than the total amount of
liabilities, including contingent liabilities, of such -38-

Person, (ii) the present fair salable value of the assets
of such Person is greater than the total amount of
liabilities, including contingent liabilities, of such
Person, (iii) such Person will be able to pay its debts and
other liabilities as such debts and other liabilities
become absolute and matured and (iv) such Person is not
left with property remaining in its hands constituting
unreasonably small capital with which to conduct its
business. 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. Specified Equity
Contribution means any cash contribution to the common
equity of Holdings and/or any purchase or investment in an
Equity Interest of Holdings other than Disqualified Stock.
Sponsor means Centerbridge Capital Partners, L.P. and/or
its Affiliates and any funds, partnerships or other
co-investment vehicles managed, advised or controlled by
the foregoing or their respective Affiliates, but excluding
any operating portfolio companies of Centerbridge Capital
Partners, L.P. or any such Affiliate. Spot Rate has the
meaning specified in Section 1.07. Standard Securitization
Undertakings means representations, warranties, covenants
and indemnities entered into by the Borrower or any
Restricted Subsidiary which the Borrower has determined in
good faith to be customary in a Qualified Receivables
Transaction, including those relating to the servicing of
the assets of a Receivables Subsidiary, it being understood
that any Receivables Repurchase Obligation shall be deemed
to be a Standard Securitization Undertaking. Strategic
Investors means physicians, hospitals, health systems,
other healthcare providers, other healthcare companies and
other similar strategic joint venture partners which joint
venture partners are, directly or indirectly, actively
involved in the day-to-day operations of providing
dialysis-related services, or, in the case of physicians,
that have retired therefrom, individuals who are former
owners or employees of dialysis clinics purchased by the
Borrower, any of its Restricted Subsidiaries, and
consulting firms that receive common stock solely as
consideration for consulting services performed.
Subordinated Indebtedness means Indebtedness of Borrower or
any Guarantor that is by its terms subordinated in right of
payment to the Loan Obligations of Borrower and such
Guarantor, as applicable. Subsidiary means, with respect to
any Person (the parent) at any date, any corporation,
limited liability company, partnership, association or
other entity the accounts of which would be consolidated
with those of the parent in the parents consolidated
financial statements if such financial statements were
prepared in accordance with GAAP as of such date. Unless
otherwise specified, references to Subsidiary will be
deemed to refer to a Subsidiary of the Borrower. Subsidiary
Guarantor means each Restricted Subsidiary that is party to
the Guaranty. Subsidiary Guarantors has the meaning
specified in the definition of Guarantors. Subsidiary
Guaranty means the guaranty made by the Subsidiary
Guarantors in favor of the Secured Parties substantially in
the form of Exhibit F, together with each Guaranty
Supplement delivered to Section 6.12. SunTrust Bank means
SunTrust Bank. Swap Contract means (a) any and all 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 -39-

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 similar 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
Obligation means, with respect to any Guarantor, any
obligation to pay or perform under any agreement, contract
or transaction that constitutes a swap within the meaning
of section 1a(47) of the Commodity Exchange Act. 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
in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as
determined based upon one or more mid-market or other
readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender
or any Affiliate of a Lender). Swing Line Borrowing means a
borrowing of a Swing Line Loan to Section 2.04. Swing Line
Lender means SunTrust Bank in its capacity as provider of
Swing Line Loans, or any successor swing line lender
hereunder. Swing Line Loan has the meaning specified in
Section 2.04(a). Swing Line Loan Notice means a notice of a
Swing Line Borrowing to Section 2.04(b), which, if in
writing, shall be substantially in the form of Exhibit B or
such other form as approved by the Administrative Agent
(including any form on an electronic platform or electronic
transmission system as shall be approved by the
Administrative Agent), appropriately completed and signed
by a Responsible Officer of the Borrower. Swing Line
Sublimit means an amount equal to the lesser of (a)
$10,000,000 and (b) the Revolving Credit Facility. The
Swing Line Sublimit is part of, and not in addition to, the
Revolving Credit Facility. Synthetic Lease Obligation means
the monetary obligation of a Person under (a) a so-called
synthetic, off-balance sheet or tax retention lease, or (b)
an agreement for the use or possession of property
(including Sale and Leaseback Transactions), in each case,
creating obligations that do not appear on the balance
sheet of such Person but which, upon the application of any
Debtor Relief Laws to such Person, would be characterized
as the indebtedness of such Person (without regard to
accounting treatment). Tax Receivable Agreement means the
Tax Receivable Agreement, dated as of April 26, 2016,
between Parent and the Sponsor. Tax Status Certificate has
the meaning specified in Section 3.01(e)(ii)(B)(III). Taxes
means all present or future taxes, levies, imposts, duties,
deductions, withholdings (including backup withholding),
assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions
to tax or penalties applicable thereto. Term B Borrowing
means a borrowing consisting of simultaneous Term B Loans
of the same Type and, in the case of Eurodollar Rate Loans,
having the same Interest Period made by each of the Term B
Lenders to Section 2.01(a). Term B Commitment means, (a) as
to each Term B Lender (other than a Cashless Rollover
Lender), its obligation to make Term B Loans to the
Borrower to Section 2.01(a) in an aggregate principal
amount at any one time outstanding not to exceed the amount
set forth opposite such Lenders name on Schedule 2.01 under
-40-

the caption Term B Commitment, (b) as to each Cashless
Rollover Lender, its obligation to accept a Term B Loan in
the Cashless Rollover Amount in exchange for a like
principal amount of term loan under the Existing Credit
Agreement or (c) in the case of any Lender that becomes a
Term B Lender after the Closing Date, the amount specified
opposite the applicable caption in the Assignment and
Assumption to which such Term B Lender becomes a party
hereto, as applicable, as such amount may be adjusted from
time to time in accordance with this Agreement. The
aggregate principal amount of Term B Loans exchanged for
term loans under the Existing Credit Agreement to the
Cashless Rollover Letters is set forth on Schedule 2.01. As
of the Closing Date, the aggregate principal amount of the
Term B Commitments is $440,000,000. Term B Facility means,
at any time, (a) on or prior to the Closing Date, the
aggregate amount of the Term B Commitments at such time and
(b) from and after the Closing Date, the aggregate
principal amount of the Term B Loans outstanding at such
time. Term B Lender means at any time, (a) on or prior to
the Closing Date, any Lender that has a Term B Commitment
at such time and (b) at any time after the Closing Date,
any Lender that holds Term B Loans at such time. Term B
Loan means an advance made by any Term B Lender to Section
2.01(a). Term B Note means a promissory note made by the
Borrower in favor of a Term Lender, evidencing Term Loans
made by such Term Lender, substantially in the form of
Exhibit C-1. Term Borrowing means either a Term B Borrowing
or a borrowing of any term loan of any other Class
established to an Additional Credit Extension Amendment.
Term Commitment means a Term B Commitment or Additional
Term Commitment, as the context may require. Term Lender
means, at any time, any Lender that holds Term Loans at
such time. Term Loan means a Term B Loan or any term loan
of any other Class established to an Additional Credit
Extension Amendment. Term Loan Extension Request has the
meaning specified in Section 2.17(a). Term Loan Standstill
Period has the meaning specified in Section 8.01(b).
Threshold Amount means $20,000,000. Total Assets means the
total consolidated assets of the Borrower and its
Restricted Subsidiaries as set forth on the most recent
consolidated balance sheet of the Borrower and its
Restricted Subsidiaries prepared in accordance with GAAP.
Total Outstandings means the aggregate Outstanding Amount
of all Loans and L/C Obligations. Total Revolving Credit
Outstandings means the aggregate Outstanding Amount of all
Revolving Credit Loans, Swing Line Loans and L/C
Obligations. TRA Payments has the meaning specified in
Section 7.06(l). Transactions means, collectively, (a) the
initial Credit Extensions hereunder on the Closing Date and
the execution and delivery of Loan Documents entered into
on the Closing Date, (b) the Refinancing and (c) the
payment of the fees and expenses incurred in connection
with the consummation of the foregoing. Type means, with
respect to a Loan, its character as a Base Rate Loan or a
Eurodollar Rate Loan. -41-

UCC means the Uniform Commercial Code as in effect in the
State of New York; provided that, if perfection or the
effect of perfection or non-perfection or the priority of
any security interest in any Collateral is governed by the
Uniform Commercial Code as in effect in a jurisdiction
other than the State of New York, UCC means the Uniform
Commercial Code as in effect from time to time in such
other jurisdiction for purposes of the provisions hereof
relating to such perfection, effect of perfection or
non-perfection or priority. United States and U.S. mean the
United States of America. Unreimbursed Amount has the
meaning specified in Section 2.03(c)(i). Unrestricted
Subsidiary means any Subsidiary designated by the Board of
Directors of the Borrower as an Unrestricted Subsidiary to
Section 6.15 subsequent to the Closing Date. Voting Stock
means, with respect to any Person, any class or classes of
Equity Interests to which the holders thereof have the
general voting power under ordinary circumstances to elect
at least a majority of the Board of Directors of such
Person. Weighted Average Life to Maturity means, when
applied to any Indebtedness at any date, the number of
years obtained by dividing: (a) the sum of the product
obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or
other required payment of principal, including payment at
final maturity, in respect of such Indebtedness, 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 (b) the then outstanding principal amount of
such Indebtedness. Wholly Owned Restricted Subsidiary of
any specified Person means a Restricted Subsidiary of such
Person all of the outstanding Equity Interests or other
ownership interest of which (other than directors
qualifying shares) will at that time be owned by such
Person or by one or more Wholly Owned Restricted
Subsidiaries of such Person. Write-Down and Conversion
Powers means, with respect to any EEA Resolution Authority,
the write- down and conversion powers of such EEA
Resolution Authority from time to time under the Bail-In
Legislation for the applicable EEA Member Country, which
write-down and conversion powers are described in the EU
Bail-In Legislation Schedule. 1.02. Other Interpretive
Provisions. With reference this Agreement and each other
Loan Document, unless otherwise specified herein or such
other Loan Document: (a) The definitions of terms herein
shall apply equally to the singular and plural forms of the
terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine
and neuter forms. The words include, includes and including
shall be deemed to be followed by the phrase without
limitation. The word will shall be construed to have the
same meaning and effect as the word shall. Unless the
context requires otherwise, (i) any definition of or
reference to any agreement, instrument or other document
(including any Organization Document) shall be construed as
referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein or in any
other Loan Document), (ii) any reference herein to any
Person shall be construed to include such Persons
successors and assigns, (iii) the words hereto, herein,
hereof and hereunder, and words of similar import when used
in any Loan Document, shall be construed to refer to such
Loan Document in its entirety and not to any particular
provision thereof, (iv) all references in a Loan Document
to Articles, Sections, Preliminary Statements, Exhibits and
Schedules shall be construed to refer to Articles and
Sections of, and Preliminary Statements, Exhibits and
Schedules to, the Loan Document in which such references
appear, (v) any reference to any law shall include all
statutory and regulatory provisions -42-

implementing, interpreting, consolidating, amending,
replacing or interpreting such law and any reference to any
law or regulation shall, unless otherwise specified, refer
to such law or regulation as amended, modified or
supplemented from time to time, and (vi) the words asset
and property shall be construed to have the same meaning
and effect and to refer to any and all tangible and
intangible assets and properties, including cash,
securities, accounts and contract rights. (b) 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. (c)
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. (d) If a new Class of Revolving Credit
Commitments is established after the Closing Date to an
Additional Credit Extension Amendment, references to
Revolving Credit Commitments herein shall mean all Classes
of Revolving Credit Commitments, unless the Additional
Credit Extension Amendment provides otherwise with respect
to any one or more particular references to Revolving
Credit Commitments; and references to Revolving Credit
Facility, Revolving Credit Lender and Revolving Credit Loan
shall also be subject to such rule of interpretation. 1.03.
Accounting Terms. (a) Generally. 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 to this Agreement
shall be prepared in conformity with, GAAP applied on a
consistent basis, as in effect from time to time, applied
in a manner consistent with that used in preparing the
Audited Financial Statements, except as otherwise
specifically prescribed herein. Notwithstanding the
foregoing, for purposes of determining compliance with any
covenant (including the computation of any financial
covenant) contained herein, Indebtedness of the Borrower
and its Subsidiaries shall be deemed to be carried at 50%
of the outstanding principal amount thereof, and the
effects of FASB ASC 825 and FASB ASC 470-20 on financial
liabilities shall be disregarded. Notwithstanding any other
provision contained herein, (i) all terms of an accounting
or financial nature used herein shall be construed, and all
computations of amounts and ratios referred to herein shall
be made, without giving effect to any election under
Statement of Financial Accounting Standards 159 (or any
other Financial Accounting Standard having a similar result
or effect) to value any Indebtedness or other liabilities
of the Borrower or any of its Subsidiaries at fair value,
as defined therein and (ii) the accounting for operating
leases and capital leases under GAAP as in effect on the
Closing Date (including Accounting Standards Codification
840) shall apply for the purposes of determining compliance
with the provisions of this Agreement, including the
definition of Capitalized Leases and obligations in respect
thereof. (b) Changes in GAAP. If at any time any change in
GAAP would affect the computation of any financial ratio or
requirement set forth in any Loan Document, and either the
Borrower or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Borrower shall
negotiate in good faith to amend such ratio or requirement
to preserve the original intent thereof in light of such
change in GAAP (subject to the approval of the Required
Lenders); provided that, until so amended, (i) such ratio
or requirement shall continue to be computed in accordance
with GAAP prior to such change therein and (ii) the
Borrower shall provide to the Administrative Agent and the
Lenders financial statements and other documents required
under this Agreement or as reasonably requested hereunder
setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to
such change in GAAP. 1.04. Rounding. Any financial ratios
required to be maintained by the Borrower to 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). 1.05. Times of Day. Unless otherwise specified,
all references herein to times of day shall be references
to Eastern time (daylight or standard, as applicable). -43-

1.06. Letter of Credit Amounts. Unless otherwise specified
herein, the amount of a Letter of Credit at any time shall
be deemed to be the stated amount of such Letter of Credit
in effect at such time; provided, however, that with
respect to any Letter of Credit that, by its terms or the
terms of any Issuer Document related thereto, provides for
one or more automatic increases in the stated amount
thereof, the amount of such Letter of Credit shall be
deemed to be the maximum stated amount of such Letter of
Credit after giving effect to all such increases, whether
or not such maximum stated amount is in effect at such
time. 1.07. Currency Equivalents Generally. Any amount
specified in this Agreement (other than in Article II) 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 thereof in the
applicable currency to be determined by the Administrative
Agent at such time on the basis of the Spot Rate (as
defined below) for the purchase of such currency with
Dollars. For purposes of this Section 1.07, the Spot Rate
for a currency means the rate determined by the
Administrative Agent to be the rate quoted by the Person
acting in such capacity as the spot rate for the purchase
by such Person of such currency with another currency
through its principal foreign exchange trading office at
approximately 11:00 a.m. on the date two Business Days
prior to the date of such determination; provided that the
Administrative Agent may obtain such spot rate from another
financial institution designated by the Administrative
Agent if the Person acting in such capacity does not have
as of the date of determination a spot buying rate for any
such currency. ARTICLE II THE COMMITMENTS AND CREDIT
EXTENSIONS 2.01. The Loans. (a) The Term B Borrowing.
Subject to the terms and conditions set forth herein, each
Term B Lender severally agrees to make a single loan to the
Borrower on the Closing Date in an amount not to exceed
such Term B Lenders Term B Commitment; provided that the
Cashless Rollover Amount of each Cashless Rollover Lender
is deemed to have been made hereunder. The Term B Borrowing
shall consist of Term B Loans made simultaneously by the
Term B Lenders in accordance with their respective Term B
Commitments. Amounts borrowed under this Section 2.01(a)
and repaid or prepaid may not be reborrowed. Term B Loans
may be Base Rate Loans or Eurodollar Rate Loans as further
provided herein. (b) The Revolving Credit Borrowings.
Subject to the terms and conditions set forth herein, each
Revolving Credit Lender severally agrees to make loans
(each such loan, a Revolving Credit Loan) to the Borrower
from time to time, on any Business Day during the
Availability Period, in an aggregate amount not to exceed
at any time outstanding the amount of such Lenders
Revolving Credit Commitment; provided, however, that after
giving effect to any Revolving Credit Borrowing, (i) the
Total Revolving Credit Outstandings shall not exceed the
Revolving Credit Facility, and (ii) the aggregate
Outstanding Amount of the Revolving Credit Loans of any
Lender, plus such Revolving Credit Lenders Applicable
Revolving Credit Percentage of the Outstanding Amount of
all L/C Obligations, plus such Revolving Credit Lenders
Applicable Revolving Credit Percentage of the Outstanding
Amount of all Swing Line Loans shall not exceed such
Revolving Credit Lenders Revolving Credit Commitment.
Within the limits of each Revolving Credit Lenders
Revolving Credit Commitment, and subject to the other terms
and conditions hereof, the Borrower may borrow under this
Section 2.01(b), prepay under Section 2.05, and reborrow
under this Section 2.01(b). Revolving Credit Loans may be
Base Rate Loans or Eurodollar Rate Loans, as further
provided herein. 2.02. Borrowings, Conversions and
Continuations of Loans. (a) Each Term Borrowing, each
Revolving Credit Borrowing, each conversion of Term Loans
or Revolving Credit Loans from one Type to the other, and
each continuation of Eurodollar Rate Loans shall be made
upon the Borrowers irrevocable notice to the Administrative
Agent, which may be given by (A) telephone, or (B) a
Committed Loan Notice; provided that any telephone notice
must be confirmed promptly by delivery to the
Administrative Agent of a Committed Loan Notice,
appropriately completed and signed by a Responsible Officer
of the Borrower. Each such Committed Loan Notice must be
received by the Administrative Agent not later than 11:00
a.m. (i) three Business Days prior to the requested date of
any Borrowing of, conversion to or continuation of
Eurodollar Rate Loans or of any conversion of Eurodollar
Rate Loans to Base Rate Loans, and (ii) on the requested
-44-

date of any Borrowing of Base Rate Loans; provided,
however, that if the Borrower wishes to request Eurodollar
Rate Loans having an Interest Period other than one, two,
three or six months in duration as provided in the
definition of Interest Period, the applicable notice must
be received by the Administrative Agent not later than
11:00 a.m. four Business Days prior to the requested date
of such Borrowing, conversion or continuation, whereupon
the Administrative Agent shall give prompt notice to the
appropriate Lenders of such request and determine whether
the requested Interest Period is acceptable to all of them;
provided, further, that the notice of the Borrowing on the
Closing Date may be provided on such shorter notice as may
be agreed by the Administrative Agent. Not later than 11:00
a.m., three Business Days before the requested date of such
Borrowing, conversion or continuation, the Administrative
Agent shall notify the Borrower (which notice may be by
telephone) whether or not the requested Interest Period has
been consented to by all the Lenders. Each Borrowing of,
conversion to or continuation of Eurodollar Rate Loans
shall be in a principal amount of $500,000 or a whole
multiple of $100,000 in excess thereof. Except as provided
in Sections 2.03(c) and 2.04(c), each Borrowing 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
(i) whether the Borrower is requesting a Term Borrowing, a
Revolving Credit Borrowing, a conversion of Term Loans or
Revolving Credit Loans from one Type to the other, or a
continuation of Eurodollar Rate Loans, (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 or Revolving Credit 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 or if
the Borrower fails to give a timely notice requesting a
conversion or continuation, then the applicable Term Loans
or Revolving Credit Loans shall be made 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 month.
Notwithstanding anything to the contrary herein, a Swing
Line Loan may not be converted to a Eurodollar Rate Loan.
(b) Following receipt of a Committed Loan Notice, the
Administrative Agent shall promptly notify each Lender of
the amount of its Applicable Percentage of the applicable
Revolving Credit 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
described in Section 2.02(a). In the case of a Revolving
Credit Borrowing, each Lender shall make the amount of its
Loan available to the Administrative Agent in immediately
available funds at the Administrative Agents 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 in Section 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
SunTrust Bank 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, however,
that if, on the date a Committed Loan Notice with respect
to a Revolving Credit Borrowing is given by the Borrower,
there are L/C Borrowings outstanding, then the proceeds of
such Revolving Credit Borrowing, first, shall be applied to
the payment in full of any such L/C Borrowings, and second,
shall be made available 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. During
the existence of a Default, upon notice from the Required
Lenders, Loans will cease to be able to be requested as,
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. At any time that Base Rate Loans are
outstanding, the Administrative Agent shall notify the
Borrower and the Lenders of any change in SunTrust Banks
prime rate used in determining the Base Rate promptly
following the public announcement of such change. (e) 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 six (6) Interest Periods in -45-

effect in respect of each Class of Term Loans. 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 five (5) Interest
Periods in effect in respect of the Revolving Credit
Facility. 2.03. Letters of Credit. (a) The Letter of Credit
Commitment. (i) Subject to the terms and conditions set
forth herein, (A) the L/C Issuer agrees, in reliance upon
the agreements of the Revolving Credit Lenders set forth in
this Section 2.03, (1) 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 for the account of the Borrower or its Restricted
Subsidiaries, and to amend or extend Letters of Credit
previously issued by it, in accordance with Section
2.03(b), and (2) to honor drawings under the Letters of
Credit; and (B) the Revolving Credit Lenders severally
agree to participate in Letters of Credit issued for the
account of the Borrower or its Restricted Subsidiaries and
any drawings thereunder; provided that after giving effect
to any L/C Credit Extension with respect to any Letter of
Credit, (x) the Total Revolving Credit Outstandings shall
not exceed the Facility (after giving effect to the
scheduled maturity of any Revolving Credit Commitment
occurring prior to the expiration of all such Letters of
Credit), (y) the aggregate Outstanding Amount of the
Revolving Credit Loans of any Revolving Credit Lender, plus
such Lenders Applicable Revolving Credit Percentage of the
Outstanding Amount of all L/C Obligations, plus such
Lenders Applicable Revolving Credit Percentage of the
Outstanding Amount of all Swing Line Loans shall not exceed
such Lenders Revolving Credit Commitment, and (z) the
Outstanding Amount of the L/C Obligations shall not exceed
the Letter of Credit Sublimit (after giving effect to the
scheduled maturity of any Revolving Credit Commitment
occurring prior to the expiration of all such Letters of
Credit). Each request by the Borrower for the issuance or
amendment of a Letter of Credit shall be deemed to be a
representation by the Borrower that the L/C Credit
Extension so requested complies with the conditions set
forth in the proviso to the preceding sentence. Within the
foregoing limits, and subject to the terms and conditions
hereof, the Borrowers 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) The L/C Issuer shall
not issue any Letter of Credit if: (A) subject to Section
2.03(b)(iii), the expiry date of the requested Letter of
Credit would occur more than twelve months after the date
of issuance or last extension, unless the Required
Revolving Lenders have approved such expiry date; or (B)
the expiry date of the requested Letter of Credit would
occur after the Letter of Credit Expiration Date, unless
(x) all the Revolving Credit Lenders and the L/C Issuer
have approved such expiry date or (y) the L/C Issuer has
approved such expiry date and such Letter of Credit is cash
collateralized or backstopped on terms and to arrangements
satisfactory to the L/C Issuer. (iii) The L/C Issuer shall
not be under any 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 the L/C Issuer from issuing the Letter
of Credit, or any Law applicable to the L/C Issuer or any
request or directive (whether or not having the force of
law) from any Governmental Authority with jurisdiction over
the L/C Issuer shall prohibit, or request that the L/C
Issuer refrain from, the issuance of letters of credit
generally or the Letter of Credit in particular or shall
impose upon the L/C Issuer with respect to the Letter of
Credit any restriction, reserve or capital requirement (for
which the L/C Issuer is not otherwise compensated
hereunder) not in effect on the Closing Date, or shall
impose upon the L/C Issuer any unreimbursed loss, cost or
expense which was not applicable on the Closing Date and
which the L/C Issuer in good faith deems material to it;
-46-

(B) the issuance of the Letter of Credit would violate one
or more policies of the L/C Issuer applicable to letters of
credit generally; (C) except as otherwise agreed by the
Administrative Agent and the L/C Issuer, the Letter of
Credit is in an initial stated amount less than $100,000,
in the case of a commercial Letter of Credit, or $500,000,
in the case of a standby Letter of Credit; (D) the Letter
of Credit is to be denominated in a currency other than
Dollars; or (E) any Revolving Credit Lender is at that time
a Defaulting Lender, unless the L/C Issuer has entered into
arrangements, including the delivery of Cash Collateral,
reasonably satisfactory to the L/C Issuer (in its sole
discretion) with the Borrower or such Lender to eliminate
the L/C Issuers actual or potential Fronting Exposure
(after giving effect to Section 2.15(a)(iv)) with respect
to the Defaulting Lender arising from either the Letter of
Credit then proposed to be issued or that Letter of Credit
and all other L/C Obligations as to which the L/C Issuer
has actual or potential Fronting Exposure, as it may elect
in its sole discretion. (iv) The L/C Issuer shall not amend
any Letter of Credit if the L/C Issuer would not be
permitted at such time to issue such Letter of Credit in
its amended form under the terms hereof. (v) The L/C Issuer
shall be under no obligation to amend any Letter of Credit
if (A) the 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. (vi) The L/C Issuer shall act on behalf
of the Revolving Credit Lenders with respect to any Letters
of Credit issued by it and the documents associated
therewith, and the L/C Issuer shall have all of the
benefits and immunities (A) provided to the Administrative
Agent in Article IX with respect to any acts taken or
omissions suffered by the L/C Issuer in connection with
Letters of Credit issued by it or proposed to be issued by
it and Issuer Documents pertaining to such Letters of
Credit as fully as if the term Administrative Agent as used
in Article IX included the L/C Issuer with respect to such
acts or omissions, and (B) as additionally provided herein
with respect to the L/C Issuer. (b) Procedures for Issuance
and Amendment of Letters of Credit; Auto-Extension 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 L/C Issuer (with a copy to the
Administrative Agent) in the form of a Letter of Credit
Application, completed and signed by a Responsible Officer
of the Borrower. Such Letter of Credit Application must be
received by the L/C Issuer and the Administrative Agent not
later than 11:00 a.m. at least two Business Days (or such
later date and time as the Administrative Agent and the L/C
Issuer may agree in a particular instance in their sole
discretion) prior to the proposed issuance date or date of
amendment, as the case may be. 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 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; (F) the
full text of any certificate to be presented by such
beneficiary in case of any drawing thereunder; and (G) the
purpose and nature of the requested Letter of Credit. 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
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. Additionally, the Borrower shall furnish to the
L/C Issuer and the Administrative Agent such other
documents and information pertaining to such requested
Letter of Credit issuance or amendment, including any
Issuer Documents, as the L/C Issuer or the Administrative
Agent may reasonably require in accordance with such L/C
Issuers usual and customary business practices. (ii)
Promptly after receipt of any Letter of Credit Application,
the 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 -47-

of Credit Application from the Borrower and, if not, the
L/C Issuer will provide the Administrative Agent with a
copy thereof. Unless the L/C Issuer has received written
notice from the Required Revolving Lenders, the
Administrative Agent or any Loan Party, at least one
Business Day prior to the requested date of issuance or
amendment of the applicable Letter of Credit, that one or
more applicable conditions contained in Article IV shall
not then be satisfied, then, subject to the terms and
conditions hereof, the L/C Issuer shall, on the requested
date, issue a Letter of Credit for the account of the
Borrower (or the applicable Restricted Subsidiary) or enter
into the applicable amendment, as the case may be, in each
case in accordance with the L/C Issuers usual and customary
business practices. Immediately upon the issuance of each
Letter of Credit, each Revolving Credit Lender shall be
deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the L/C Issuer a risk
participation in such Letter of Credit in an amount equal
to the product of such Revolving Credit Lenders Applicable
Revolving Credit Percentage times the amount of such Letter
of Credit. (iii) If the Borrower so requests in any
applicable Letter of Credit Application, the L/C Issuer
may, in its sole discretion, agree to issue a Letter of
Credit that has automatic extension provisions (each, an
Auto- Extension Letter of Credit); provided that any such
Auto-Extension Letter of Credit must permit the L/C Issuer
to prevent any such extension 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 Non-Extension
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 L/C Issuer, the Borrower shall
not be required to make a specific request to the L/C
Issuer for any such extension. Once an Auto-Extension
Letter of Credit has been issued, the Revolving Credit
Lenders shall be deemed to have authorized (but may not
require) the L/C Issuer to permit the extension of such
Letter of Credit at any time to an expiry date not later
than the Letter of Credit Expiration Date; provided,
however, that the L/C Issuer shall not permit any such
extension if (A) it is not permitted to issue such Letter
of Credit in its extended form under the terms hereof, or
(B) it has received notice (which may be by telephone or in
writing) on or before the day that is seven Business Days
before the Non-Extension Notice Date (1) from the
Administrative Agent that the Required Revolving Lenders
have elected not to permit such extension or (2) from the
Required Revolving Lenders or the Administrative Agent on
their behalf or from the Borrower that one or more of the
applicable conditions specified in Section 4.02 is not then
satisfied, and in each such case directing the L/C Issuer
not to permit such extension. (iv) If the Borrower so
requests in any applicable Letter of Credit Application,
the L/C Issuer may, in its sole discretion, agree to issue
a Letter of Credit that permits the automatic reinstatement
of all or a portion of the stated amount thereof after any
drawing thereunder (each, an Auto-Reinstatement Letter of
Credit). Unless otherwise directed by the L/C Issuer, the
Borrower shall not be required to make a specific request
to the L/C Issuer to permit such reinstatement. Once an
Auto-Reinstatement Letter of Credit has been issued, except
as provided in the following sentence, the Revolving Credit
Lenders shall be deemed to have authorized (but may not
require) the L/C Issuer to reinstate all or a portion of
the stated amount thereof in accordance with the provisions
of such Letter of Credit. Notwithstanding the foregoing, if
such Auto-Reinstatement Letter of Credit permits the L/C
Issuer to decline to reinstate all or any portion of the
stated amount thereof after a drawing thereunder by giving
notice of such non-reinstatement within a specified number
of days after such drawing (the Non-Reinstatement
Deadline), the L/C Issuer shall not permit such
reinstatement if it has received a notice (which may be by
telephone or in writing) on or before the day that is seven
Business Days before the Non-Reinstatement Deadline (A)
from the Administrative Agent that the Required Revolving
Lenders have elected not to permit such reinstatement or
(B) from the Required Revolving Lenders or the
Administrative Agent on their behalf or from the Borrower
that one or more of the applicable conditions specified in
Section 4.02 is not then satisfied (treating such
reinstatement as an L/C Credit Extension for purposes of
this clause) and, in each case, directing the L/C Issuer
not to permit such reinstatement. (v) 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 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 L/C Issuer shall notify the Borrower and the
Administrative Agent thereof. Not later than 3:00 -48-

p.m. on the date of any payment by the L/C Issuer under a
Letter of Credit if the L/C Issuer delivers notice of such
payment by 11:00 a.m. on such day or, if notice of such
payment by the L/C Issuer is delivered after 11:00 a.m.,
not later than 10:00 a.m. on the next succeeding Business
Day (each such date, an Honor Date), the Borrower shall
reimburse the L/C Issuer through the Administrative Agent
in an amount equal to the amount of such drawing. If the
Borrower fails to so reimburse the L/C Issuer by the time
set forth in the preceding sentence, such L/C Issuer shall
promptly notify the Administrative Agent of such failure,
and the Administrative Agent shall promptly notify each
Revolving Credit Lender of the Honor Date, the amount of
the unreimbursed drawing (the Unreimbursed Amount), and the
amount of such Revolving Credit Lenders Applicable
Revolving Credit Percentage 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 in
Section 2.02 for the principal amount of Base Rate Loans,
but subject to the amount of the unutilized portion of the
Revolving Credit Commitments and the conditions set forth
in Section 4.02 (other than the delivery of a Committed
Loan Notice). Any notice given by the L/C Issuer or the
Administrative Agent to this Section 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 shall upon
any notice to Section 2.03(c)(i) make funds available to
the Administrative Agent (and the Administrative Agent may
apply Cash Collateral provided for this purpose) for the
account of the L/C Issuer at the Administrative Agents
Office in an amount equal to its Applicable Revolving
Credit Percentage of the Unreimbursed Amount not later than
1:00 p.m. on the Business Day specified in such notice by
the Administrative Agent, whereupon, subject to the
provisions of Section 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 L/C Issuer. (iii) With respect to any Unreimbursed
Amount that is not fully refinanced by a Revolving Credit
Borrowing of Base Rate Loans because the conditions set
forth in Section 4.02 cannot be satisfied or for any other
reason, the Borrower shall be deemed to have incurred from
the 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 (A) at the rate
applicable to Base Rate Loans to the date reimbursement is
required to Section 2.03(c)(i) and (B) thereafter at the
Default Rate. In such event, each Revolving Credit Lenders
payment to the Administrative Agent for the account of the
L/C Issuer to Section 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 this
Section 2.03. (iv) Until each Revolving Credit Lender funds
its Revolving Credit Loan or L/C Advance to this Section
2.03(c) to reimburse the L/C Issuer for any amount drawn
under any Letter of Credit, interest in respect of such
Lenders Applicable Revolving Credit Percentage of such
amount shall be solely for the account of the L/C Issuer.
(v) Each Revolving Credit Lenders obligation to make
Revolving Credit Loans or L/C Advances to reimburse the L/C
Issuer for amounts drawn under Letters of Credit, as
contemplated by this Section 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 L/C Issuer, the Borrower or any other
Person for any reason whatsoever; (B) the occurrence or
continuance of a Default, or (C) any other occurrence,
event or condition, whether or not similar to any of the
foregoing; provided, however, that each Revolving Credit
Lenders obligation to make Revolving Credit Loans (but not
to fund L/C Advances or L/C Borrowings) to this Section
2.03(c) is subject to the conditions set forth in Section
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 L/C Issuer for the amount of any payment
made by the 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 L/C Issuer any amount required
to be paid by such Lender to the foregoing provisions of
this Section 2.03(c) by the time specified in Section
2.03(c)(ii), then, without limiting the other provisions of
this Agreement, the 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 -49-

payment is immediately available to the L/C Issuer at a
rate per annum equal to the greater of the Federal Funds
Rate and a rate determined by the L/C Issuer in accordance
with banking industry rules on interbank compensation, plus
any administrative, processing or similar fees customarily
charged by the L/C Issuer in connection with the foregoing.
If such Lender pays such amount (with interest and fees as
aforesaid), the amount so paid shall constitute such
Lenders Loan included in the relevant Borrowing or L/C
Advance in respect of the relevant L/C Borrowing, as the
case may be. A certificate of the L/C Issuer submitted to
any Revolving Credit Lender (through the Administrative
Agent) with respect to any amounts owing under this Section
2.03(c)(vi) shall be conclusive absent manifest error. (d)
Repayment of Participations. (i) At any time after the L/C
Issuer has made a payment under any Letter of Credit and
has received from any Revolving Credit Lender such Lenders
L/C Advance in respect of such payment in accordance with
Section 2.03(c), if the Administrative Agent receives for
the account of the 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 such
Revolving Credit Lender its Applicable Revolving Credit
Percentage thereof in the same funds as those received by
the Administrative Agent. (ii) If any payment received by
the Administrative Agent for the account of the L/C Issuer
to Section 2.03(c)(i) is required to be returned under any
of the circumstances described in Section 11.05 (including
to any settlement entered into by the L/C Issuer in its
discretion), each Revolving Credit Lender shall pay to the
Administrative Agent for the account of the L/C Issuer its
Applicable Revolving Credit Percentage 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 from time to time in effect. The obligations of the
Lenders under this clause shall survive the payment in full
of the Loan Obligations and the termination of this
Agreement. (e) Obligations Absolute. The obligation of the
Borrower to reimburse the L/C Issuer for each drawing under
each Letter of Credit 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 Loan Document; (ii)
the existence of any claim, counterclaim, setoff, defense
(other than payment in full of such L/C Borrowing) or other
right that the Borrower or any Restricted Subsidiary 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 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 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 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; or -50-

(v) 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
(other than payment in full of such L/C Borrowing)
available to, or a discharge of, the Borrower or any of its
Restricted Subsidiaries. The Borrower shall promptly
examine a copy of each Letter of Credit and each amendment
thereto that is delivered to it and, in the event of any
claim of noncompliance with the Borrowers instructions or
other irregularity, the Borrower will immediately notify
the L/C Issuer. The Borrower shall be conclusively deemed
to have waived any such claim against the L/C Issuer and
its correspondents unless such notice is given as
aforesaid. (f) Role of L/C Issuer. Each Lender and the
Borrower agree that, in paying any drawing under a Letter
of Credit, the 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 Issuer, the Administrative Agent, any of their
respective Related Parties nor any correspondent,
participant or assignee of the 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 Revolving Credit Lenders or the Required Revolving
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 Issuer Document. 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, however, that this assumption
is not intended to, and shall not, preclude the Borrowers
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 Issuer, the Administrative
Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuer
shall be liable or responsible for any of the matters
described in clauses (i) through (v) of Section 2.03(e);
provided, however, that anything in such clauses to the
contrary notwithstanding, the Borrower may have a claim
against the L/C Issuer, and the 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 which the Borrower proves were
caused by the L/C Issuers willful misconduct or gross
negligence or the L/C Issuers willful failure to pay under
any Letter of Credit 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 furtherance and not in limitation of the
foregoing, the 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 the L/C Issuer shall not
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. (g) Applicability of ISP and UCP. Unless otherwise
expressly agreed by the L/C Issuer and the Borrower when a
Letter of Credit is issued, (i) the rules of the ISP shall
apply to each standby Letter of Credit, and (ii) the rules
of the Uniform Customs and Practice for Documentary
Credits, as most recently published by the International
Chamber of Commerce at the time of issuance shall apply to
each commercial Letter of Credit. (h) Letter of Credit
Fees. The Borrower shall pay to the Administrative Agent
for the account of each Revolving Credit Lender in
accordance with its Applicable Revolving Credit Percentage
a Letter of Credit fee (the Letter of Credit Fee) for each
Letter of Credit equal to the Applicable Rate for
Eurodollar Rate Loans times the daily amount available to
be drawn under such Letter of Credit; provided, however,
any Letter of Credit Fees otherwise payable for the account
of a Defaulting Lender with respect to any Letter of Credit
as to which such Defaulting Lender has not provided Cash
Collateral satisfactory to the L/C Issuer to this Section
2.03 shall be payable, to the maximum extent permitted by
applicable Law, to the other Lenders in accordance with the
upward adjustments in their respective Applicable
Percentages allocable to such Letter of Credit to Section
2.15(a)(iv), with the balance of such fee, if any, payable
to the L/C Issuer for its own account. For purposes of
computing the daily amount available to be drawn under any
Letter of Credit, the amount of such Letter of Credit shall
be determined in accordance with Section 1.06. Letter of
Credit Fees shall be (i) due and payable on the first
Business Day after the end of each March, June, September
and December, 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 and (ii)
computed on a quarterly basis in arrears. If there is any
change in the Applicable Rate during any quarter, the daily
amount available to be drawn under each Letter of Credit
shall be computed and multiplied by the -51-

Applicable Rate separately for each period during such
quarter that such Applicable Rate was in effect.
Notwithstanding anything to the contrary contained herein,
upon the request of the Required Revolving Lenders, while
any Event of Default exists, all Letter of Credit Fees
shall accrue at the Default Rate. (i) Fronting Fee and
Documentary and Processing Charges Payable to L/C Issuer.
The Borrower shall pay directly to the L/C Issuer for its
own account a fronting fee with respect to each Letter of
Credit, at a rate of 0.25% per annum, computed on the daily
amount available to be drawn under such Letter of Credit on
a quarterly basis in arrears. Such fronting fee shall be
due and payable on the tenth Business Day after the end of
each March, June, September and December in respect of the
most recently-ended quarterly period (or portion thereof,
in the case of the first payment), 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. For purposes of computing the daily
amount available to be drawn under any Letter of Credit,
the amount of such Letter of Credit shall be determined in
accordance with Section 1.06. In addition, the Borrower
shall pay directly to the L/C Issuer for its own account
the customary issuance, presentation, amendment and other
processing fees, and other standard costs and charges, of
the 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 on demand and are
nonrefundable. (j) Conflict with Issuer Documents. In the
event of any conflict between the terms hereof and the
terms of any Issuer Document, the terms hereof shall
control. (k) Letters of Credit Issued for Restricted
Subsidiaries. Notwithstanding that a Letter of Credit
issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Restricted
Subsidiary, the Borrower shall be obligated to reimburse
the L/C Issuer hereunder for any and all drawings under
such Letter of Credit. The Borrower hereby acknowledges
that the issuance of Letters of Credit for the account of
Restricted Subsidiaries inures to the benefit of the
Borrower, and that the Borrowers business derives
substantial benefits from the businesses of such Restricted
Subsidiaries. 2.04. Swing Line Loans. (a) The Swing Line
Loans. Subject to the terms and conditions set forth
herein, the Swing Line Lender, in reliance upon the
agreements of the other Lenders set forth in this Section
2.04, may, in its sole discretion, make loans (each such
loan, a Swing Line Loan) to the Borrower from time to time
on any Business Day during the Availability Period in an
aggregate amount not to exceed at any time outstanding the
amount of the Swing Line Sublimit, notwithstanding the fact
that such Swing Line Loans, when aggregated with the
Applicable Revolving Credit Percentage of the Outstanding
Amount of Revolving Credit Loans and L/C Obligations of the
Lender acting as Swing Line Lender, may exceed the amount
of such Lenders Revolving Credit Commitment; provided,
however, that after giving effect to any Swing Line Loan,
(i) the Total Revolving Credit Outstandings shall not
exceed the Revolving Credit Facility at such time, and (ii)
the aggregate Outstanding Amount of the Revolving Credit
Loans of any Revolving Credit Lender at such time, plus
such Revolving Credit Lenders Applicable Percentage of the
Outstanding Amount of all L/C Obligations at such time,
plus such Revolving Credit Lenders Applicable Revolving
Credit Percentage of the Outstanding Amount of all Swing
Line Loans at such time shall not exceed such Lenders
Revolving Credit Commitment; and provided further that the
Borrower shall not use the proceeds of any Swing Line Loan
to refinance any outstanding Swing Line Loan. Within the
foregoing limits, and subject to the other terms and
conditions hereof, the Borrower may borrow under this
Section 2.04, prepay under Section 2.05, and reborrow under
this Section 2.04. Each Swing Line Loan shall bear interest
only at a rate based on the Base Rate. Immediately upon the
making of a Swing Line Loan, each Revolving Credit Lender
shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Swing Line
Lender a risk participation in such Swing Line Loan in an
amount equal to the product of such Revolving Credit
Lenders Applicable Revolving Credit Percentage times the
amount of such Swing Line Loan. (b) Borrowing Procedures.
Each Swing Line Borrowing shall be made upon the Borrowers
irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by (A) telephone
or (B) by a Swing Line Loan Notice; provided that any
telephonic notice must be confirmed promptly by delivery to
the Swing Line Lender and the Administrative Agent of a
Swing Line Loan Notice, completed and signed by a
Responsible Officer of the Borrower. Each such notice must
be received by the Swing Line Lender and the Administrative
Agent not later than 1:00 p.m. on the requested borrowing
date, and shall specify (i) the amount to be -52-

borrowed, which shall be a minimum of $100,000, and (ii)
the requested borrowing date, which shall be a Business
Day. Promptly after receipt by the Swing Line Lender of any
telephonic Swing Line Loan Notice, the Swing Line Lender
will confirm with the Administrative Agent (by telephone or
in writing) that the Administrative Agent has also received
such Swing Line Loan Notice and, if not, the Swing Line
Lender will notify the Administrative Agent (by telephone
or in writing) of the contents thereof. Unless the Swing
Line Lender has received notice (by telephone or in
writing) from the Administrative Agent (including at the
request of the Required Revolving Lenders) prior to 2:00
p.m. on the date of the proposed Swing Line Borrowing (A)
directing the Swing Line Lender not to make such Swing Line
Loan as a result of the limitations set forth in the first
proviso to the first sentence of Section 2.04(a), or (B)
that one or more of the applicable conditions specified in
Article IV is not then satisfied, then, subject to the
terms and conditions hereof, the Swing Line Lender will,
not later than 3:00 p.m. on the borrowing date specified in
such Swing Line Loan Notice, make the amount of its Swing
Line Loan available to the Borrower at its office by
crediting the account of the Borrower on the books of the
Swing Line Lender in immediately available funds. (c)
Refinancing of Swing Line Loans. (i) The Swing Line Lender
at any time in its sole and absolute discretion may
request, with prior notice to, and on behalf of, the
Borrower (which hereby irrevocably authorizes the Swing
Line Lender to so request on its behalf), that each
Revolving Credit Lender make a Base Rate Loan in an amount
equal to such Lenders Applicable Revolving Credit
Percentage of the amount of Swing Line Loans then
outstanding. Such request shall be made in writing (which
written request shall be deemed to be a Committed Loan
Notice for purposes hereof) and in accordance with the
requirements of Section 2.02, without regard to the minimum
and multiples specified therein for the principal amount of
Base Rate Loans, but subject to the unutilized portion of
the Revolving Credit Facility and the conditions set forth
in Section 4.02. The Swing Line Lender shall furnish the
Borrower with a copy of the applicable Committed Loan
Notice promptly after delivering such notice to the
Administrative Agent. Each Revolving Credit Lender shall
make an amount equal to its Applicable Revolving Credit
Percentage of the amount specified in such Committed Loan
Notice available to the Administrative Agent in immediately
available funds (and the Administrative Agent may apply
Cash Collateral available with respect to the applicable
Swing Line Loan) for the account of the Swing Line Lender
at the Administrative Agents Office not later than 1:00
p.m. on the day specified in such Committed Loan Notice,
whereupon, subject to Section 2.04(c)(ii), 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 Swing Line Lender. (ii) If for any reason
any Swing Line Loan cannot be refinanced by such a
Revolving Credit Borrowing in accordance with Section
2.04(c)(i), the request for Base Rate Loans submitted by
the Swing Line Lender as set forth herein shall be deemed
to be a request by the Swing Line Lender that each of the
Revolving Credit Lenders fund its risk participation in the
relevant Swing Line Loan and each Revolving Credit Lenders
payment to the Administrative Agent for the account of the
Swing Line Lender to Section 2.04(c)(i) shall be deemed
payment in respect of such participation. (iii) If any
Revolving Credit Lender fails to make available to the
Administrative Agent for the account of the Swing Line
Lender any amount required to be paid by such Lender to the
foregoing provisions of this Section 2.04(c) by the time
specified in Section 2.04(c)(i), the Swing Line Lender
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 the Swing Line Lender at a rate
per annum equal to the greater of the Federal Funds Rate
and a rate determined by the Swing Line Lender in
accordance with banking industry rules on interbank
compensation, plus any administrative, processing or
similar fees customarily charged by the Swing Line Lender
in connection with the foregoing. If such Lender pays such
amount (with interest and fees as aforesaid), the amount so
paid shall constitute such Lenders Loan included in the
relevant Borrowing or funded participation in the relevant
Swing Line Loan, as the case may be. A certificate of the
Swing Line Lender submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing
under this clause (iii) shall be conclusive absent manifest
error. (iv) Each Revolving Credit Lenders obligation to
make Revolving Credit Loans or to purchase and fund risk
participations in Swing Line Loans to this Section 2.04(c)
shall be absolute and unconditional and shall not be
affected by any circumstance, including (A) any setoff,
counterclaim, recoupment, defense or other right -53-

which such Lender may have against the Swing Line Lender,
the Borrower or any other Person for any reason whatsoever,
(B) the occurrence or continuance of a Default, or (C) any
other occurrence, event or condition, whether or not
similar to any of the foregoing; provided, however, that
each Revolving Credit Lenders obligation to make Revolving
Credit Loans to this Section 2.04(c) is subject to the
conditions set forth in Section 4.02. No such funding of
risk participations shall relieve or otherwise impair the
obligation of the Borrower to repay Swing Line Loans,
together with interest as provided herein. (d) Repayment of
Participations. (i) At any time after any Revolving Credit
Lender has purchased and funded a risk participation in a
Swing Line Loan, if the Swing Line Lender receives any
payment on account of such Swing Line Loan, the Swing Line
Lender will distribute to such Revolving Credit Lender its
Applicable Revolving Credit Percentage thereof in the same
funds as those received by the Swing Line Lender. (ii) If
any payment received by the Swing Line Lender in respect of
principal or interest on any Swing Line Loan is required to
be returned by the Swing Line Lender under any of the
circumstances described in Section 11.05 (including to any
settlement entered into by the Swing Line Lender in its
discretion), each Revolving Credit Lender shall pay to the
Swing Line Lender its Applicable Revolving Credit
Percentage thereof on demand of the Administrative Agent,
plus interest thereon from the date of such demand to the
date such amount is returned, at a rate per annum equal to
the Federal Funds Rate. The Administrative Agent will make
such demand upon the request of the Swing Line Lender. The
obligations of the Lenders under this clause shall survive
the payment in full of the Loan Obligations and the
termination of this Agreement. (e) Interest for Account of
Swing Line Lender. The Swing Line Lender shall be
responsible for invoicing the Borrower for interest on the
Swing Line Loans. Until each Revolving Credit Lender funds
its Base Rate Loan or risk participation to this Section
2.04 to refinance such Revolving Credit Lenders Applicable
Revolving Credit Percentage of any Swing Line Loan,
interest in respect of such Applicable Revolving Credit
Percentage shall be solely for the account of the Swing
Line Lender. (f) Payments Directly to Swing Line Lender.
The Borrower shall make all payments of principal and
interest in respect of the Swing Line Loans directly to the
Swing Line Lender. 2.05. Prepayments. (a) Optional. (i)
Subject to the last sentence of this Section 2.05(a)(i),
the Borrower may, upon 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
without premium (except as set forth in Section
2.05(a)(iii)) or penalty; provided that (A) such notice
must be received by the Administrative Agent not later than
11:00 a.m. (1) three Business Days prior to any date of
prepayment of Eurodollar Rate Loans and (2) one Business
Day prior to any date of prepayment of Base Rate Loans; (B)
any prepayment of Eurodollar Rate Loans shall be in a
principal amount of $500,000 or a whole multiple of
$100,000 in excess thereof; and (C) 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 Type(s) of Loans to be
prepaid and, if Eurodollar Rate Loans are to be prepaid,
the Interest Period(s) of such Loans. The Administrative
Agent will promptly notify each Lender of its receipt of
each such notice, and of the amount of such Lenders ratable
portion of such prepayment (based on such Lenders
Applicable Percentage in respect of the relevant Facility).
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 Term Loan and any Eurodollar
Rate Loan shall be accompanied by all accrued interest on
the amount prepaid, together with any additional amounts
required to Section 3.05. Each prepayment of Term B Loans
to this Section 2.05(a) shall be applied at the direction
of the Borrower or, if not so directed, to the remaining
principal repayment installments thereof in direct order of
maturity. Each prepayment of any other Class of Term Loans
to this Section 2.05(a) shall be applied as set forth in
the applicable Additional Credit Extension Amendment. The
prepayment of Revolving Credit Loans shall be made on a pro
rata basis across all Classes of -54-

Revolving Credit Loans (except to the extent that any
applicable Additional Credit Extension Amendment provides
that the Class of Revolving Credit Loans established
thereunder shall be entitled to less than pro rata
treatment). Each such prepayment shall be paid to the
Lenders in accordance with their respective Applicable
Percentages in respect of each of the relevant Facilities.
(ii) The Borrower may, upon notice to the Swing Line Lender
(with a copy to the Administrative Agent), at any time or
from time to time, voluntarily prepay Swing Line Loans in
whole or in part without premium or penalty; provided that
(A) such notice must be received by the Swing Line Lender
and the Administrative Agent not later than 1:00 p.m. on
the date of the prepayment, and (B) any such prepayment
shall be in a minimum principal amount of $100,000. Each
such notice shall specify the date and amount 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. (iii) In the event that, on or
prior to the date which is six-months after the Closing
Date, the Borrower (x) prepays, refinances, substitutes or
replaces any Term B Loans to a Repricing Transaction
(including, for avoidance of doubt, any prepayment made to
Section 2.05(b)(iii) that constitutes a Repricing
Transaction), or (y) effects any amendment, amendment and
restatement or other modification of this Agreement
resulting in a Repricing Transaction, the Borrower shall
pay to the Administrative Agent, for the ratable account of
each of the Term B Lenders, (I) in the case of clause (x),
a prepayment premium of 1.00% of the aggregate principal
amount of the Term B Loans so prepaid, refinanced,
substituted or replaced and (II) in the case of clause (y),
a fee equal to 1.00% of the aggregate principal amount of
the applicable Term B Loans outstanding immediately prior
to such amendment. If, on or prior to the date which is
six-months after the Closing Date, any Term B Lender that
is a Non- Consenting Lender and is replaced to Section
11.14 in connection with any amendment, amendment and
restatement or other modification of this Agreement
resulting in a Repricing Transaction, such Term B Lender
(and not any Person who replaces such Term B Lender to
Section 11.14) shall receive its pro rata portion (as
determined immediately prior to it being so replaced) of
the prepayment premium or fee described in the preceding
sentence. Such amounts shall be due and payable on the date
of effectiveness of such Repricing Transaction. (b)
Mandatory (i) Excess Cash Flow. Within five (5) Business
Days after financial statements have been delivered to
Section 6.01(a) (commencing with the fiscal year ending
December 31, 2018) and the related Compliance Certificate
has been delivered to Section 6.02(b), the Borrower shall
cause to be offered to be prepaid in accordance with clause
(viii) below, an aggregate principal amount of Term Loans
in an amount equal to (such amount, the ECF Payment) (A)
the Applicable ECF Percentage of Excess Cash Flow, if any,
for the Excess Cash Flow Period covered by such financial
statements minus (B) the sum of (1) all voluntary
prepayments of Term Loans (other than prepayments made with
proceeds of other Indebtedness (other than Revolving Credit
Loans)) and amounts actually paid for Term Loans assigned
to the Borrower or any Restricted Subsidiary to Section
11.07(d)(ii)(x) made during such fiscal year or after
year-end and prior to when such Excess Cash Flow prepayment
is due and (2) all voluntary prepayments of Revolving
Credit Loans during such fiscal year or after year-end and
prior to when such Excess Cash Flow prepayment is due to
the extent the Revolving Credit Commitments are permanently
reduced by the amount of such payments, in the case of each
of the immediately preceding clauses (1) and (2), to the
extent such prepayments are funded with the internally
generated cash and excluding any such prepayment that
reduced Excess Cash Flow; provided that the Borrower shall
have no obligation with respect to any Excess Cash Flow
Period under this Section 2.05(b)(i) if ECF Payment is less
than $5,000,000. (ii) Dispositions. If (x) the Borrower or
any Restricted Subsidiary makes any Disposition to Section
7.05(k) or (n) or (y) any Casualty Event occurs, which
results in the realization or receipt by the Borrower or
Restricted Subsidiary of Net Cash Proceeds, the Borrower
shall cause to be offered to be prepaid in accordance with
clause (viii) below, on or prior to the date which is ten
(10) Business Days after the date of the realization or
receipt by the Borrower or any Restricted Subsidiary of
such Net Cash Proceeds an aggregate principal amount of
Term Loans in an amount equal to 50% of all Net Cash
Proceeds received. (iii) Indebtedness. If the Borrower or
any Restricted Subsidiary incurs or issues any Indebtedness
after the Closing Date (other than Indebtedness permitted
under Section 7.02, (other than (a) Indebtedness that is
intended to constitute Permitted Refinancing Indebtedness
with respect to the Facilities, (b) Refinancing Term Loans
and (c) -55-

initial borrowings under Replacement Revolving Credit
Commitments)), the Borrower shall cause to be offered to be
prepaid in accordance with clause (viii) below an aggregate
principal amount of Term Loans in an amount equal to 50% of
all Net Cash Proceeds received therefrom on or prior to the
date which is one (1) Business Day after the receipt by the
Borrower or such Restricted Subsidiary of such Net Cash
Proceeds; provided that prepayments required by initial
borrowings under Replacement Revolving Credit Commitments
shall be applied only to borrowings under the Replaced
Revolving Credit Commitments (with reduction or termination
of Revolving Credit Commitments as required by clause (i)
of the proviso to Section 2.19(a)). For the avoidance of
doubt, any Intercompany Loan Refinancing shall be treated
as a Disposition under Section 2.05(b)(ii) and not an
incurrence of Indebtedness under this Section 2.05(b)(iii).
(iv) Revolving Credit Exposure. If for any reason the
aggregate Revolving Credit Exposures at any time exceeds
the aggregate Revolving Credit Commitments then in effect
(including, for the avoidance of doubt, as a result of the
termination of any Class of Revolving Credit Commitments on
the Maturity Date with respect thereto), the Borrower shall
promptly prepay or cause to be promptly prepaid Revolving
Credit Loans and Swing Line Loans and/or Cash Collateralize
the L/C Obligations in an aggregate amount equal to such
excess; provided that the Borrower shall not be required to
Cash Collateralize the L/C Obligations to this Section
2.05(b)(iv) unless after the prepayment in full of the
Revolving Credit Loans and Swing Line Loans such aggregate
Outstanding Amount exceeds the Revolving Credit Facility.
(v) Application of Prepayments. Except with respect to
Loans incurred in connection with any Additional Credit
Extension Amendment, (A) each prepayment of Term Loans to
this Section 2.05(b) shall be applied ratably to each Class
of Term Loans then outstanding (except to the extent that
any applicable Additional Credit Extension Amendment
provides that the Class of Term Loans made thereunder shall
be entitled to less than pro rata treatment; provided that
any prepayment of Term Loans required as a result of the
incurrence of Refinancing Term Loans shall be applied
solely to the applicable Class or tranche of outstanding
Term Loans to be refinanced thereby); (B) with respect to
each Class of Term Loans, each prepayment to clauses (i)
through (iii) of this Section 2.05(b) shall be applied to
the scheduled installments of principal thereof following
the date of prepayment to Section 2.07(b)(i) in direct
order of maturity or as set forth in the applicable
Additional Credit Extension Amendment; and (C) each such
prepayment shall be paid to the Lenders in accordance with
their respective Applicable Percentage of such prepayment;
provided that if no Lenders exercise the right to waive a
given mandatory prepayment of the Term Loans to Section
2.05(b)(viii), then, with respect to such mandatory
prepayment, the amount of such mandatory prepayment shall
be applied first to Term Loans that are Base Rate Loans to
the full extent thereof before application to Term Loans
that are Eurodollar Rate Loans in a manner that minimizes
the amount of any payments required to be made by the
Borrower to Section 3.05. (vi) Notice. The Borrower shall
notify the Administrative Agent in writing of any mandatory
prepayment of Term Loans required to be made to clauses (i)
through (iii) of this Section 2.05(b) at least four (4)
Business Days prior to the date of such prepayment. Each
such notice shall specify the date of such prepayment and
provide a reasonably detailed calculation of the amount of
such prepayment. The Administrative Agent will promptly
notify each applicable Lender of the contents of the
Borrowers prepayment notice and of such Lenders Applicable
Percentage of the prepayment. (vii) Funding Losses, Etc.
All prepayments under this Section 2.05 shall be made
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 to Section 3.05.
Notwithstanding any of the other provisions of Section
2.05(b), so long as no Event of Default shall have occurred
and be continuing, if any prepayment of Eurodollar Rate
Loans is required to be made under this Section 2.05(b),
prior to the last day of the Interest Period therefor, the
Borrower may, in its sole discretion, deposit the amount of
any such prepayment otherwise required to be made
thereunder into a Cash Collateral Account until the last
day of such Interest Period, at which time the
Administrative Agent shall be authorized (without any
further action by or notice to or from the Borrower or any
other Loan Party) to apply such amount to the prepayment of
such Loans in accordance with this Section 2.05(b). Upon
the occurrence and during the continuance of any Event of
Default, the Administrative Agent shall also be authorized
(without any further action by or notice to or from the
Borrower or any other Loan Party) to apply such amount to
the prepayment of the outstanding Loans in accordance with
this Section 2.05(b). -56-

(viii) Term Opt-out of Prepayment. With respect to each
prepayment of Term Loans required to Section 2.05(b)(i) or
(ii), (A) the Borrower will, not later than the date
specified in Sections 2.05(b)(i) or (ii) for offering to
make such prepayment, give the Administrative Agent
telephonic notice (promptly confirmed in writing)
requesting that the Administrative Agent provide notice of
such offer of prepayment to each Lender of Term Loans, (B)
the Administrative Agent shall provide notice of such offer
of prepayment to each Lender of Term Loans, (C) each Lender
of Term Loans will have the right to refuse such offer of
prepayment by giving written notice of such refusal to the
Administrative Agent within one (1) Business Day after such
Lenders receipt of notice from the Administrative Agent of
such offer of prepayment (and the Borrower shall not prepay
any Term Loans of such Lender on the date that is specified
in clause (D) below), (D) the Borrower will make all such
prepayments not so refused upon the fourth Business Day
after delivery of notice by the Borrower to Section
2.05(b)(vi) and (E) any prepayment refused by Lenders of
Term Loans (such refused amounts, the Declined Proceeds)
may be retained by the Borrower. 2.06. Termination or
Reduction of Commitments. (a) Optional. The Borrower may,
upon notice to the Administrative Agent, terminate the
Revolving Credit Facility, the Letter of Credit Sublimit or
the Swing Line Sublimit, or from time to time permanently
reduce the Revolving Credit Facility, the Letter of Credit
Sublimit or the Swing Line Sublimit; provided that (i) any
such notice shall be received by the Administrative Agent
not later than 11:00 a.m. three Business Days prior to the
date of termination or reduction, (ii) any such partial
reduction shall be in an aggregate amount of $2,500,000 or
any whole multiple of $500,000 in excess thereof and (iii)
the Borrower shall not terminate or reduce (A) the
Revolving Credit Facility if, after giving effect thereto
and to any concurrent prepayments hereunder, the Total
Revolving Credit Outstandings would exceed the Revolving
Credit Facility, (B) the Letter of Credit Sublimit if,
after giving effect thereto, the Outstanding Amount of L/C
Obligations not fully Cash Collateralized hereunder would
exceed the Letter of Credit Sublimit, or (C) the Swing Line
Sublimit if, after giving effect thereto and to any
concurrent prepayments hereunder, the Outstanding Amount of
Swing Line Loans would exceed the Letter of Credit Sublimit
and (iv) any reduction of Revolving Credit Commitments
(including termination to $0) shall be made on a pro rata
basis across all Classes of Revolving Credit Commitments,
except to the extent that any Class of Revolving Credit
Commitments established to an Additional Credit Extension
Amendment provides that it is entitled to less than pro
rata treatment; provided that any reduction of Revolving
Credit Commitments as a result of the establishment of
Replacement Revolving Credit Commitments shall be applied
solely to the Replaced Revolving Credit Commitments. (b)
Mandatory. (i) The aggregate Term B Commitments shall be
automatically and permanently reduced to zero on the
Closing Date. (ii) If after giving effect to any reduction
or termination of Revolving Credit Commitments under this
Section 2.06, the Letter of Credit Sublimit or the Swing
Line Sublimit exceeds the Revolving Credit Facility at such
time, the Letter of Credit Sublimit or the Swing Line
Sublimit, as the case may be, shall be automatically
reduced by the amount of such excess. (c) Payment of Fees.
The Administrative Agent will promptly notify the Lenders
of any termination or reduction of the Letter of Credit
Sublimit, Swing Line Sublimit or the Revolving Credit
Commitment under Section 2.06(a) or (b)(i). Upon any
reduction of the Revolving Credit Commitments under Section
2.06(a), the Revolving Credit Commitment of each Revolving
Credit Lender shall be reduced by such Lenders Applicable
Revolving Credit Percentage of such reduction amount. All
fees in respect of the Revolving Credit Facility accrued
until the effective date of any reduction or termination of
Revolving Credit Commitments under this Agreement shall be
paid on the effective date of such reduction or
termination. 2.07. Repayment of Loans. (a) Term Loans. The
Borrower shall repay to the Administrative Agent for the
ratable account of the Term B Lenders (i) on the last
Business Day of each March, June, September and December,
commencing with September 30, 2017, an aggregate principal
amount equal to $1,100,000 and (ii) on the Maturity Date
for the Term -57-

B Loans, the aggregate principal amount of all Term B Loans
outstanding on such date; provided that payments required
by Section 2.07(a)(i) above shall be reduced as a result of
the application of prepayments in accordance with the order
of priority set forth in Section 2.05. In the event any
Additional Term Loans, Refinancing Term Loans or Extended
Term Loans are made, such Additional Term Loans,
Refinancing Term Loans or Extended Term Loans, as
applicable, shall be repaid by the Borrower in the amounts
and on the dates set forth in the Additional Credit
Extension Amendment with respect thereto and on the
applicable Maturity Date thereof. (b) Revolving Credit
Loans. The Borrower shall repay to the Revolving Credit
Lenders on the Maturity Date for the Revolving Credit
Facility the aggregate principal amount of all Revolving
Credit Loans outstanding on such date. (c) Swing Line
Loans. The Borrower shall repay each Swing Line Loan on the
earlier to occur of (i) the date ten Business Days after
such Loan is made and (ii) the Maturity Date for the
Revolving Credit Facility. 2.08. Interest. (a) Subject to
the provisions of Section 2.08(b), (i) each Eurodollar Rate
Loan under a Facility 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 plus the Applicable Rate for such
Facility; (ii) each Base Rate Loan under a Facility 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 for such
Facility; and (iii) each Swing Line 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 for the Revolving
Credit Facility. (b) (i) If any amount payable by the
Borrower under any Loan Document is not paid when due
(without regard to any applicable grace periods), whether
at stated maturity, by acceleration or otherwise, such
amount shall thereafter bear interest at a fluctuating
interest rate per annum at all times equal to the Default
Rate to the fullest extent permitted by applicable Laws.
(ii) 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. 2.09. Fees. In
addition to certain fees described in Sections 2.03(h) and
(i): (a) Commitment Fee. The Borrower shall pay to the
Administrative Agent for the account of each Revolving
Credit Lender in accordance with its Applicable Revolving
Credit Percentage, a commitment fee equal to the Applicable
Fee Rate times the actual daily amount by which the
Revolving Credit Facility exceeds the sum of (i) the
Outstanding Amount of Revolving Credit Loans and (ii) the
Outstanding Amount of L/C Obligations, subject to
adjustment as provided in Section 2.15. The commitment fee
shall accrue at all times during the Availability Period,
including at any time during which one or more of the
conditions in Article IV are not met, and shall be due and
payable quarterly in arrears on the last Business Day of
each March, June, September and December, commencing with
the first such date to occur after the Closing Date, and on
the last day of the Availability Period. The commitment fee
shall be calculated quarterly in arrears. (b) Other Fees.
(i) The Borrower shall pay to the Lead Arrangers and the
Administrative Agent for their own respective accounts fees
in the amounts and at the times separately agreed. Such
fees shall be fully earned when paid and shall not be
refundable for any reason whatsoever. -58-

(ii) The Borrower shall pay to the Administrative Agent for
the account of (x) each Revolving Credit Lender a fee equal
to 0.50% of the amount of such Revolving Credit Lenders
Revolving Credit Commitment on the Closing Date and (y)
each Term B Lender a fee (which may, at the option of the
Administrative Agent, be structured as original issue
discount) equal to 0.50% of the amount of such Term B
Lenders Term B Loans on the Closing Date. Such fee will
fully earned, due and payable on the Closing Date and shall
not be refundable for any reason whatsoever. (iii) The
Borrower shall pay to the Lenders such fees (if any) 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. 2.10. Computation of Interest and Fees.
All computations of interest for Base Rate Loans determined
by reference to clause (b) of the definition of Base Rate
shall be made on the basis of a year of 365 or 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 360-day year and actual days elapsed (which
results in more fees or interest, as applicable, being paid
than if computed on the basis of a 365-day year). Interest
shall accrue on each Loan for the day on which the Loan is
made, and shall not accrue on a Loan, or any portion
thereof, for the day on which the Loan or such portion is
paid, provided that any Loan that is repaid on the same day
on which it is made shall, subject to Section 2.12(a), bear
interest for one 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. 2.11. Evidence of Debt. (a) The Credit
Extensions made by each Lender shall be evidenced by one or
more accounts or records maintained by such Lender and by
the Administrative Agent in the ordinary course of
business. The accounts or records maintained by the
Administrative Agent and each Lender shall be conclusive
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 Loan
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, which shall evidence such Lenders 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 in Section 2.11(a), each
Lender and the Administrative Agent shall maintain in
accordance with its usual practice accounts or records
evidencing the purchases and sales by such Lender of
participations in Letters of Credit and Swing Line Loans.
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. 2.12.
Payments Generally; Administrative Agents Clawback. (a)
General. 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 Administrative Agents Office in Dollars and
in immediately available funds not later than 2:00 p.m. on
the date specified herein. The Administrative Agent will
promptly distribute to each Lender its Applicable
Percentage in respect of the relevant Facility (or other
applicable share as provided herein) of such payment in
like funds as received by wire transfer to such Lenders
Lending Office. All payments received by the Administrative
Agent after 2:00 p.m. shall be deemed received on the next
succeeding Business Day and any applicable interest or fee
shall continue to accrue. 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 on computing
interest or fees, as the case may be. -59-

(b) (i) Funding by Lenders; Presumption by Administrative
Agent. Unless the Administrative Agent shall have received
notice from a Lender prior to the proposed date of any
Borrowing of Eurodollar Rate Loans (or, in the case of any
Borrowing of Base Rate Loans, prior to 12:00 noon on the
date of such Borrowing) that such Lender will not make
available to the Administrative Agent such Lenders share of
such Borrowing, the Administrative Agent may assume that
such Lender has made such share available on such date in
accordance with Section 2.02 (or, in the case of a
Borrowing of Base Rate Loans, that such Lender has made
such share available in accordance with and at the time
required by Section 2.02) and may, in reliance upon such
assumption, make available to the Borrower a corresponding
amount. In such event, if a Lender has not in fact made its
share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the
Borrower severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount in
immediately available funds with interest thereon, for each
day from and including the date such amount is made
available to the Borrower to but excluding the date of
payment to the Administrative Agent, at (A) in the case of
a payment to be made by such Lender, the greater of the
Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry
rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the
Administrative Agent in connection with the foregoing, and
(B) in the case of a payment to be made by the Borrower,
the interest rate applicable to Base Rate Loans. If the
Borrower and such Lender shall pay such interest to the
Administrative Agent for the same or an overlapping period,
the Administrative Agent shall promptly remit to the
Borrower the amount of such interest paid by the Borrower
for such period. If such Lender pays its share of the
applicable Borrowing to the Administrative Agent, then the
amount so paid shall constitute such Lenders Loan included
in such Borrowing. Any payment by the Borrower shall be
without prejudice to any claim the Borrower may have
against a Lender that shall have failed to make such
payment to the Administrative Agent. (ii) Payments by
Borrower; Presumptions by Administrative Agent. Unless the
Administrative Agent shall have received notice from the
Borrower prior to the time at which any payment is due to
the Administrative Agent for the account of the Lenders or
the L/C Issuer hereunder that the Borrower will not make
such payment, the Administrative Agent may assume that the
Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption,
distribute to the appropriate Lenders or the L/C Issuer, as
the case may be, the amount due. In such event, if the
Borrower has not in fact made such payment, then each of
the appropriate Lenders or the L/C Issuer, as the case may
be, severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such
Lender or the L/C Issuer, in immediately available funds
with interest thereon, for each day from and including the
date such amount is distributed to it to but excluding the
date of payment to the Administrative Agent, at the greater
of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry
rules on interbank compensation. A notice of the
Administrative Agent to any Lender or the Borrower with
respect to any amount owing under this subsection (b) shall
be conclusive, absent manifest error. (c) Failure to
Satisfy Conditions Precedent. 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
this Article 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 in
Article 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. (d) Obligations of Lenders
Several. The obligations of the Lenders hereunder to make
Loans, to fund participations in Letters of Credit and
Swing Line Loans and to make payments to Section 11.05(c)
are several and not joint. The failure of any Lender to
make any Loan, to fund any such participation or to make
any payment under Section 11.05(c) on any date required
hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other
Lender to so make its Loan, to purchase its participation
or to make its payment under Section 11.05(c). (e) Funding
Source. 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. -60-

(f) Insufficient Funds. If at any time insufficient funds
are received by and available to the Administrative Agent
to pay fully all amounts of principal, L/C Borrowings,
interest and fees then due hereunder, such funds shall be
applied (i) first, toward payment of interest and fees then
due hereunder, ratably among the parties entitled thereto
in accordance with the amounts of interest and fees then
due to such parties, and (ii) second, toward payment of
principal and L/C Borrowings then due hereunder, ratably
among the parties entitled thereto in accordance with the
amounts of principal and L/C Borrowings then due to such
parties. 2.13. Sharing of Payments by Lenders. If any
Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of (a)
Loan Obligations due and payable to such Lender hereunder
and under the other Loan Documents at such time in excess
of its ratable share (according to the proportion of (i)
the amount of such Loan Obligations due and payable to such
Lender hereunder and under the other Loan Documents at such
time to (ii) the aggregate amount of the Loan Obligations
due and payable to all Lenders hereunder and under the
other Loan Documents at such time) of payments on account
of the Loan Obligations due and payable to all Lenders
hereunder and under the other Loan Documents at such time
obtained by all the Lenders at such time or (b) Loan
Obligations owing (but not due and payable) to such Lender
hereunder and under the other Loan Documents at such time
in excess of its ratable share (according to the proportion
of (i) the amount of such Loan Obligations owing (but not
due and payable) to such Lender hereunder and under the
other Loan Documents at such time to (ii) the aggregate
amount of the Loan Obligations owing (but not due and
payable) to all Lenders hereunder and under the other Loan
Parties at such time) of payment on account of the Loan
Obligations owing (but not due and payable) to all Lenders
hereunder and under the other Loan Documents at such time
obtained by all of the Lenders at such time then the Lender
receiving such greater proportion shall (a) notify the
Administrative Agent of such fact, and (b) purchase (for
cash at face value) participations in the Loans and
subparticipations in L/C Obligations and Swing Line Loans
of the other Lenders, or make such other adjustments as
shall be equitable, so that the benefit of all such
payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of Loan Obligations
then due and payable to the Lenders or owing (but not due
and payable) to the Lenders, as the case may be, provided
that: (i) if any such participations or subparticipations
are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest;
and (ii) the provisions of this Section shall not be
construed to apply to (w) any payment made by or on behalf
of the Borrower to and in accordance with the express terms
of this Agreement (including the application of funds
arising from the existence of a Defaulting Lender), (x) the
application of Cash Collateral provided for in Section
2.14, (y) any payment obtained by a Lender as consideration
for the assignment of or sale of a participation in any of
its Loans or subparticipations in L/C Obligations or Swing
Line Loans to any assignee or participant, other than a
participation to Holdings or any of its Subsidiaries (as to
which the provisions of this Section shall apply) or (z)
any payments made to Sections 2.17, 2.18 or 2.19. Each Loan
Party consents to the foregoing and agrees, to the extent
it may effectively do so under applicable law, that any
Lender acquiring a participation to the foregoing
arrangements may exercise against such Loan Party rights of
setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such
Loan Party in the amount of such participation. 2.14. Cash
Collateral. (a) Certain Credit Support Events. Upon the
request of the Administrative Agent or the L/C Issuer (i)
if the L/C Issuer has honored any full or partial drawing
request under any Letter of Credit and such drawing has
resulted in an L/C Borrowing, or (ii) if, as of the Letter
of Credit Expiration Date, any L/C Obligation for any
reason remains outstanding, the Borrower shall, in each
case, immediately Cash Collateralize the then Outstanding
Amount of all L/C Obligations. At any time that there shall
exist a Defaulting Lender, immediately upon the request of
the Administrative Agent, the L/C Issuer or the Swing Line
Lender, the Borrower shall deliver to the Administrative
Agent Cash Collateral in an amount sufficient to cover all
Fronting Exposure (after giving effect to Section
2.15(a)(iv) and any Cash Collateral provided by the
Defaulting Lender). 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
-61-

Administrative Agent 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 as Cash Collateral, an
amount equal to the excess of (x) such aggregate
Outstanding Amount over (y) the total amount of funds, if
any, then held as Cash Collateral that the Administrative
Agent 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 Laws,
to reimburse the L/C Issuer in respect of the foregoing.
(b) Grant of Security Interest. All Cash Collateral (other
than credit support not constituting funds subject to
deposit) shall be maintained in blocked, non-interest
bearing deposit accounts at SunTrust Bank. The Borrower,
and to the extent provided by any Lender, such Lender,
hereby grants to (and subjects to the control of) the
Administrative Agent, for the benefit of the Administrative
Agent, the L/C Issuer and the Lenders (including the Swing
Line Lender), and agrees to maintain, a first priority
security interest in all such cash, deposit accounts and
all balances therein, and all other property so provided as
collateral hereto, and in all proceeds of the foregoing,
all as security for the obligations to which such Cash
Collateral may be applied to Section 2.14(c). If at any
time the Administrative Agent determines that Cash
Collateral is subject to any right or claim of any Person
other than the Administrative Agent as herein provided, or
that the total amount of such Cash Collateral is less than
the applicable Fronting Exposure and other obligations
secured thereby, the Borrower or the relevant Defaulting
Lender will, promptly upon demand by the Administrative
Agent, pay or provide to the Administrative Agent
additional Cash Collateral in an amount sufficient to
eliminate such deficiency. (c) Application. Notwithstanding
anything to the contrary contained in this Agreement, Cash
Collateral provided under any of this Section 2.14 or
Section 2.04, 2.05, 2.06, 2.15 or 8.02 in respect of
Letters of Credit or Swing Line Loans shall be held and
applied to the satisfaction of the specific L/C
Obligations, Swing Line Loans, obligations to fund
participations therein (including, as to Cash Collateral
provided by a Defaulting Lender, any interest accrued on
such obligation) and other obligations for which the Cash
Collateral was so provided, prior to any other application
of such property as may be provided for herein. (d)
Release. Cash Collateral (or the appropriate portion
thereof) provided to reduce Fronting Exposure or other
obligations shall be released promptly following (i) the
elimination of the applicable Fronting Exposure or other
obligations giving rise thereto (including by the
termination of Defaulting Lender status of the applicable
Lender (or, as appropriate, its assignee following
compliance with Section 11.07(b)(vi))) or (ii) the
Administrative Agents good faith determination that there
exists excess Cash Collateral; provided, however, (x) that
Cash Collateral furnished by or on behalf of a Loan Party
shall not be released during the continuance of a Default
or Event of Default (and, in such case, following
application as provided in this Section 2.14 may be
otherwise applied in accordance with Section 8.03), and (y)
the Person providing Cash Collateral and the L/C Issuer or
Swing Line Lender, as applicable, may agree that Cash
Collateral shall not be released but instead held to
support future anticipated Fronting Exposure or other
obligations. 2.15. Defaulting Lenders. (a) Adjustments.
Notwithstanding anything to the contrary contained in this
Agreement, if any Lender becomes a Defaulting Lender, then,
until such time as that Lender is no longer a Defaulting
Lender, to the extent permitted by applicable Law: (i)
Waivers and Amendments. That Defaulting Lenders right to
approve or disapprove any amendment, waiver or consent with
respect to this Agreement shall be restricted as set forth
in Section 11.01. (ii) Reallocation of Payments. Any
payment of principal, interest, fees or other amounts
received by the Administrative Agent for the account of
that Defaulting Lender (whether voluntary or mandatory, at
maturity, to Article VIII or otherwise, and including any
amounts made available to the Administrative Agent by that
Defaulting Lender to Section 11.09), shall be applied at
such time or times as may be determined by the
Administrative Agent as follows: first, to the payment of
any amounts owing by that Defaulting Lender to the
Administrative Agent hereunder; second, to the payment on a
pro rata basis of any amounts owing by that Defaulting
Lender to the L/C Issuer or Swing Line Lender -62-

hereunder; third, if so determined by the Administrative
Agent or requested by the L/C Issuer or Swing Line Lender,
to be held as Cash Collateral for future funding
obligations of that Defaulting Lender of any participation
in any Swing Line Loan or Letter of Credit; fourth, as the
Borrower may request (so long as no Default or Event of
Default exists), to the funding of any Loan in respect of
which that Defaulting Lender has failed to fund its portion
thereof as required by this Agreement, as determined by the
Administrative Agent; fifth, if so determined by the
Administrative Agent and the Borrower, to be held in a
non-interest bearing deposit account and released in order
to satisfy obligations of that Defaulting Lender to fund
Loans under this Agreement; sixth, to the payment of any
amounts owing to the Lenders, the L/C Issuer or Swing Line
Lender as a result of any judgment of a court of competent
jurisdiction obtained by any Lender, the L/C Issuer or
Swing Line Lender against that Defaulting Lender as a
result of that Defaulting Lenders breach of its obligations
under this Agreement; seventh, so long as no Default or
Event of Default exists, to the payment of any amounts
owing to the Borrower as a result of any judgment of a
court of competent jurisdiction obtained by the Borrower
against that Defaulting Lender as a result of that
Defaulting Lenders breach of its obligations under this
Agreement; and eighth, to that Defaulting Lender or as
otherwise directed by a court of competent jurisdiction;
provided that if (x) such payment is a payment of the
principal amount of any Loans or L/C Borrowings in respect
of which that Defaulting Lender has not fully funded its
appropriate share and (y) such Loans or L/C Borrowings were
made at a time when the conditions set forth in Section
4.02 were satisfied or waived, such payment shall be
applied solely to pay the Loans of, and L/C Borrowings owed
to, all non-Defaulting Lenders on a pro rata basis based on
the percentage that the amount of such Loans or L/C
Borrowings of such Lender is of the aggregate amount of all
such Loans or L/C Borrowings of all non-Defaulting Lenders)
prior to being applied to the payment of any Loans of, or
L/C Borrowings owed to, that Defaulting Lender. Any
payments, prepayments or other amounts paid or payable to a
Defaulting Lender that are applied (or held) to pay amounts
owed by a Defaulting Lender or to post Cash Collateral to
this Section 2.15(a)(ii) shall be deemed paid to and
redirected by that Defaulting Lender, and each Lender
irrevocably consents hereto. (iii) Certain Fees. That
Defaulting Lender (x) shall not be entitled to receive any
commitment fee to Section 2.09(a) for any period during
which that Lender is a Defaulting Lender (and the Borrower
shall (A) be required to pay to each Lender to which the
Defaulting Lenders Commitment to acquire, refinance or fund
a participation in Letters of Credit or Swing Line Loans
has been re-allocated to Section 2.15(a)(iv) the amount of
such fee based on its revised Applicable Percentage
calculated in accordance with that Section allocable to its
Fronting Exposure arising from that Defaulting Lender or,
to the extent not so reallocated, to the L/C Issuer or
Swing Line Lender, as the case may be, and (B) not be
required to pay the remaining amount of such fee that
otherwise would have been required to have been paid to
that Defaulting Lender) and (y) shall be limited in its
right to receive Letter of Credit Fees as provided in
Section 2.03(h). (iv) Reallocation of Applicable
Percentages to Reduce Fronting Exposure. During any period
in which there is a Defaulting Lender, for purposes of
computing the amount of the obligation of each non-
Defaulting Lender to acquire, refinance or fund
participations in Letters of Credit or Swing Line Loans to
Sections 2.03 and 2.04, the Applicable Percentage of each
non-Defaulting Lender shall be computed without giving
effect to the Commitment of that Defaulting Lender;
provided that (i) each such reallocation shall be given
effect only if, at the date the applicable Lender becomes a
Defaulting Lender, no Default or Event of Default exists;
and (ii) the aggregate obligation of each non-Defaulting
Lender to acquire, refinance or fund participations in
Letters of Credit and Swing Line Loans shall not exceed the
positive difference, if any, of (1) the Commitment of that
non-Defaulting Lender minus (2) the aggregate Outstanding
Amount of the Loans of that Lender. (b) Defaulting Lender
Cure. If the Borrower, the Administrative Agent, Swing Line
Lender and the L/C Issuer agree in writing in their sole
discretion that a Defaulting Lender should no longer be
deemed to be a Defaulting Lender, the Administrative Agent
will so notify the parties hereto, whereupon as of the
effective date specified in such notice and subject to any
conditions set forth therein (which may include
arrangements with respect to any Cash Collateral), that
Lender will, to the extent applicable, purchase that
portion of outstanding Loans of the other Lenders or take
such other actions as the Administrative Agent may
determine to be necessary to cause the Loans and funded and
unfunded participations in Letters of Credit and Swing Line
Loans to be held on a pro rata -63-

basis by the Lenders in accordance with their Applicable
Percentages (without giving effect to Section 2.15(a)(iv)),
whereupon that Lender will cease to be a Defaulting Lender;
provided that no adjustments will be made retroactively
with respect to fees accrued or payments made by or on
behalf of the Borrower while that Lender was a Defaulting
Lender; and provided, further, that except to the extent
otherwise expressly agreed by the affected parties, no
change hereunder from Defaulting Lender to Lender will
constitute a waiver or release of any claim of any party
hereunder arising from that Lenders having been a
Defaulting Lender. 2.16. Increase in Commitments. (a) The
Borrower may by written notice to the Administrative Agent
elect to seek (x) commitments (Additional Revolving Credit
Commitments) to increase the Revolving Credit Commitments
and/or (y) commitments (Additional Term Commitments) to
increase the aggregate principal amount of any existing
Class of Term Loans or to establish one or more new Classes
of Term Loans; provided that: (i) the aggregate amount of
all Additional Commitments shall not exceed the sum of (A)
(x) the greater of $125,000,000 and an amount equal to
100.0% of Consolidated EBITDA of the Borrower for the most
recently ended four full fiscal quarters ending with the
latest fiscal quarter (or fiscal year) for which financial
statements have been delivered to Section 6.01 less (y) the
aggregate principal amount of Junior Lien Indebtedness
incurred under Section 7.02(b)(i) less (z) the aggregate
principal amount of Incremental Notes incurred under
Section 7.02(u)(A) (the amount in this clause (A), the
Incremental Dollar Basket), plus (B) all voluntary
prepayments of Term Loans and voluntary commitment
reductions of Revolving Credit Commitments prior to or
simultaneous with the Additional Commitments Effective Date
(excluding voluntary prepayments of Additional Term Loans
and voluntary commitment reductions of Additional Revolving
Credit Commitments, to the extent such Additional Term
Loans and Additional Revolving Credit Commitments were
obtained to clause (C) below), plus (C) additional amounts
so long as the Consolidated First Lien Net Leverage Ratio
and the Consolidated Net Leverage Ratio, determined on a
Pro Forma Basis as of the last day of the most recently
ended period of four consecutive fiscal quarters for which
financial statements are internally available, as if any
Additional Term Loans or Additional Revolving Credit
Commitments, as applicable and in either case incurred to
this clause (C), available under such Additional
Commitments had been outstanding on the last day of such
period, and, in each case (x) with respect to any
Additional Revolving Credit Commitment incurred to this
clause (C), assuming a borrowing of the maximum amount of
Loans available thereunder, and (y) excluding the cash
proceeds of any Loans to such Additional Commitments, do
not exceed 3.75:1.00 and 6.50:1.00, respectively (this
clause (C), the Incremental Ratio Exception); (ii) any such
increase or any new Class shall be in an aggregate amount
of $10,000,000 or any whole multiple of $500,000 in excess
thereof; provided that such amount may be less than
$10,000,000 if such amount represents all remaining
availability under the limit set forth in the preceding
clause (i); (iii) the final maturity date of any Additional
Term Loans shall be no earlier than the Latest Maturity
Date; (iv) the Additional Term Loans shall have a Weighted
Average Life to Maturity equal to or greater than the then
remaining Weighted Average Life to Maturity of each Class
of Term Loans outstanding prior to such proposed incurrence
of Additional Term Loans (the Outstanding Term Loans); (v)
the Applicable Rate with respect to any Additional Term
Loans shall be determined by the Borrower and the lenders
of the Additional Term Loans; provided that with respect to
any Additional Term Loans incurred prior to the date that
is 18 months after the Closing Date, (x) in the event that
the Applicable Rate for any such Additional Term Loans is
greater than the Applicable Rate for the Term B Loans by
more than 50 basis points, then the Applicable Rate for the
Term B Loans shall be increased to the extent necessary so
that the Applicable Rate for the Additional Term Loans is
not more than 50 basis points higher than the Applicable
Rate for the Term B Loans; provided, further, that, in
determining the Applicable Rate with respect to Additional
Term Loans or the applicable Class of Outstanding Term
Loans to this clause (v), (A) original issue discount (OID)
or upfront or similar fees (which shall be deemed to
constitute like amounts of OID) payable by the Borrower to
the lenders providing such -64-

Additional Term Loans or such Outstanding Term Loans in the
primary syndication thereof (with OID being equated to
interest based on an assumed four-year life to maturity)
shall be included and (B) customary arrangement or
commitment fees payable to any lead arranger (or its
affiliates) in connection with the Additional Term Loans or
Outstanding Term Loans shall be excluded, and (y) if any
Eurodollar Rate floor or Base Rate floor applicable to any
Additional Term Loans exceeds the Eurodollar Rate floor or
Base Rate floor applicable to the Outstanding Term Loans,
the Eurodollar Rate floor or Base Rate applicable to the
Term B Loans shall be increased so that the applicable
floor is the same; (vi) no existing Lender shall be
required to provide any Additional Commitments; (vii)
subject to clause (iv), the amortization schedule
applicable to the Additional Term Commitments shall be
determined by the Borrower and the lenders thereof; (viii)
the Additional Term Loans shall rank pari passu in right of
payment and security with the existing Loans; and (ix) the
Additional Term Loans may have optional prepayment terms
(including call protection and prepayment premiums) and
mandatory prepayment terms as may be agreed between the
Borrower and the lenders of the Additional Term Loans so
long as such Additional Term Loans do not participate on a
greater than pro rata basis in any such mandatory
prepayments as compared to Term B Loans. (b) Each such
notice shall specify (x) the date (each, an Additional
Commitments Effective Date) on which the Borrower proposes
that the Additional Commitments shall be effective, which
shall be a date reasonably acceptable to the Administrative
Agent and (y) the identity of the Persons (each of which
shall be a Person that would be an Eligible Assignee (for
this purpose treating a Lender of Additional Commitments as
if it were an assignee)) whom the Borrower proposes would
provide the Additional Commitments and the portion of the
Additional Commitment to be provided by each such Person.
As a condition precedent to the effectiveness of any
Additional Commitments, the Borrower shall deliver to the
Administrative Agent a certificate dated as of the
Additional Commitments Effective Date signed by a
Responsible Officer of the Borrower certifying that, before
and after giving effect to the Additional Commitments (and
assuming full utilization thereof), (i) the representations
and warranties contained in Article V and the other Loan
Documents are true and correct in all material respects on
and as of the Additional Commitments Effective Date, except
to the extent that such representations and warranties
specifically refer to an earlier date, in which case they
shall have been true and correct in all material respects
as of such earlier date, and except that for purposes of
this Section 2.16(b), the representations and warranties
contained in Section 5.05(a) shall be deemed to refer to
the most recent financial statements furnished to
subsection (a) of Section 6.01 and (ii) no Default or Event
of Default exists. On each Additional Commitments Effective
Date with respect to any Additional Term Commitment, each
Person with an Additional Term Commitment shall make an
Additional Term Loan to the Borrower in a principal amount
equal to such Persons Additional Term Commitment. The
Borrower shall prepay any Revolving Credit Loans
outstanding on the Additional Commitments Effective Date
with respect to any Additional Revolving Credit Commitment
(and pay any additional amounts required to Section 3.05)
to the extent necessary to keep the outstanding Revolving
Credit Loans ratable with any revised Applicable Revolving
Credit Percentages arising from any nonratable increase in
the Revolving Credit Commitments. If there is a new
Borrowing of Revolving Credit Commitments on such
Additional Commitments Effective Date, the Revolving Credit
Lenders after giving effect to such Additional Revolving
Credit Commitments shall make such Revolving Credit Loans
in accordance with Section 2.01(b). (c) Any other terms of
and documentation entered into in respect of any Additional
Term Commitments shall be on terms and to documentation
agreed between the Borrower and the Lenders providing such
Additional Term Commitments (including with respect to
voluntary and mandatory prepayments), other than as
contemplated by Section 2.16(a)(iii), (iv), (v), (vii),
(viii) or (ix) above; provided that to the extent such
other terms and documentation in respect of any Additional
Term Loans are not consistent with those of the Term B
Loans (except to the extent permitted by Section
2.16(a)(iii), (iv), (v), (vii), (viii) or (ix) above) they
shall be reasonably satisfactory to the Administrative
Agent. -65-

(d) The Additional Commitments shall be documented by an
Additional Credit Extension Amendment executed by the
Persons providing the Additional Commitments (and the other
Persons specified in the definition of Additional Credit
Extension Amendment but no other existing Lender), and the
Additional Credit Extension Amendment may provide for such
amendments to this Agreement and the other Loan Documents
as may be necessary or appropriate, in the reasonable
opinion of the Administrative Agent and the Borrower, to
effect the provisions of this Section 2.16. (e) This
Section 2.16 shall supersede any provisions in Section 2.13
or Section 11.01 to the contrary. 2.17. Extended Term Loans
and Extended Revolving Credit Commitments. (a) The Borrower
may at any time and from time to time request that all or a
portion of the Term Loans of any Class (the Loans of such
applicable Class, the Existing Term Loans) be converted
into a new Class of Term Loans (the Loans of such
applicable Class, the Extended Term Loans) with terms
consistent with this Section 2.17. In order to establish
any Extended Term Loans, the Borrower shall provide a
notice to the Administrative Agent (a Term Loan Extension
Request) setting forth the proposed terms of the Extended
Term Loans to be established, which shall be identical to
those applicable to the Existing Term Loans from which such
Extended Term Loans are to be converted except that: (i)
the Maturity Date of the Extended Term Loans shall be later
than the Maturity Date of the Existing Term Loans; (ii) all
or any of the scheduled amortization payments of principal
of the Extended Term Loans may be delayed to later dates
than the scheduled amortization payments of principal of
the Existing Term Loans; (iii) (A) the interest rates
(including through fixed interest rates), interest margins,
rate floors, upfront fees, funding discounts, original
issue discounts and premiums with respect to the Extended
Term Loans may be different than those for the Existing
Term Loans and (B) additional fees and/or premiums may be
payable to the Extending Lenders providing such Extended
Term Loans in addition to any of the items contemplated by
the preceding clause (A); (iv) the Extended Term Loans may
have optional prepayment terms (including call protection
and prepayment premiums) and mandatory prepayment terms as
may be agreed between the Borrower and the Extending
Lenders so long as such Extended Term Loans do not
participate on a greater than pro rata basis in any such
mandatory prepayments as compared to Term B Lenders; (v)
the Loan Parties may be subject to covenants and other
terms for the benefit of the Extending Lenders that apply
only after the Latest Maturity Date (before giving effect
to the Extended Term Loans); and (vi) no existing Lender
shall be required to provide any Extended Term Loans. (b)
The Borrower may at any time and from time to time request
that all or a portion of the Revolving Credit Commitments
of any Class (the Commitments of such applicable Class, the
Existing Revolving Credit Commitments) be converted into a
new Class of Revolving Credit Commitments (the Commitments
of such applicable Class, the Extended Revolving Credit
Commitments) with terms consistent with this Section 2.17.
In order to establish any Extended Revolving Credit
Commitments, the Borrower shall provide a notice to the
Administrative Agent (a Revolving Credit Extension Request)
setting forth the proposed terms of the Extended Revolving
Credit Commitments to be established, which terms shall be
identical to those applicable to the Existing Revolving
Credit Commitments except that: (i) the Maturity Date of
the Extended Revolving Credit Commitments shall be later
than the Maturity Date of the Existing Revolving Credit
Commitments; -66-

(ii) (A) the interest rates, interest margins, rate floors,
upfront fees, funding discounts, original issue discounts
and premiums with respect to the Extended Revolving Credit
Commitments may be different than those for the Existing
Revolving Credit Commitments and/or (B) additional fees
and/or premiums may be payable to the Extending Lenders in
addition to or in lieu of any of the items contemplated by
the preceding clause (A) and/or (C) the undrawn revolving
credit commitment fee rate with respect to the Extended
Revolving Credit Commitments may be different than those
for the Existing Revolving Credit Commitments; (iii) the
Loan Parties may be subject to covenants and other terms
for the benefit of the Extending Lenders that apply only
after the Latest Maturity Date (before giving effect to the
Extended Revolving Credit Commitments); and (iv) no
existing Lender shall be required to provide any Extended
Revolving Credit Commitments. (c) Each Extension Request
shall specify the date (the Extension Effective Date) on
which the Borrower proposes that the conversion of an
Existing Class into an Extended Class shall be effective,
which shall be a date reasonably satisfactory to the
Administrative Agent. Each Lender of an Existing Class that
is requested to be extended shall be offered the
opportunity to convert its Existing Class into the Extended
Class on the same basis as each other Lender of such
Existing Class. Any Lender (to the extent applicable, an
Extending Lender) wishing to have all or a portion of its
Existing Class subject to such Extension Request converted
into an Extended Class shall notify the Administrative
Agent (an Extension Election) on or prior to the date
specified in such Extension Request of the amount of its
Existing Class subject to such Extension Request that it
has elected to convert into an Extended Class. In the event
that the aggregate portion of the Existing Class subject to
Extension Elections exceeds the amount of the Extended
Class requested to the Extension Request, the portion of
the Existing Class converted shall be allocated on a pro
rata basis based on the amount of the Existing Class
included in each such Extension Election. Notwithstanding
the conversion of any Existing Revolving Credit Commitment
into an Extended Revolving Credit Commitment, such Extended
Revolving Credit Commitment shall be treated identically
with all Existing Revolving Credit Commitments for purposes
of the obligations of a Revolving Credit Lender in respect
of Swing Line Loans under Section 2.04 and Letters of
Credit under Section 2.03, except that the applicable
Additional Credit Extension Amendment may provide that the
Maturity Date for Swing Line Loans and/or the Letters of
Credit may be extended and the related obligations to make
Swing Line Loans and issue Letters of Credit may be
continued so long as the Swing Line Lender and/or the
applicable L/C Issuer, as applicable, have consented to
such extensions in their sole discretion (it being
understood that no consent of any other Lender (other than
the Extending Lenders) shall be required in connection with
any such extension). (d) An Extended Class shall be
established to an Additional Credit Extension Amendment
executed by the Extending Lenders (and the other Persons
specified in the definition of Additional Credit Extension
Amendment but no other existing Lender). No Additional
Credit Extension Amendment shall provide for any Class of
(x) Extended Term Loans in an aggregate principal amount
that is less than $10,000,000 or (y) Extended Revolving
Credit Commitments in an aggregate principal amount that is
less than $5,000,000. In addition to any terms and changes
required or permitted by Section 2.17(a), the Additional
Credit Extension Amendment shall amend the scheduled
amortization payments to Section 2.07 with respect to the
Existing Term Loans from which the Extended Term Loans were
converted to reduce each scheduled principal repayment
amounts for the Existing Term Loans in the same proportion
as the amount of Existing Term Loans to be converted to
such Additional Credit Extension Amendment. (e)
Notwithstanding anything to the contrary contained in this
Agreement, on the Extension Effective Date, (i) the
principal amount of each Existing Term Loan shall be deemed
reduced by an amount equal to the principal amount
converted into an Extended Term Loan, (ii) the amount of
each Existing Revolving Credit Commitment shall be deemed
reduced by an amount equal to the amount converted into an
Extended Revolving Credit Commitment and (iii) if, on any
Extension Effective Date, any Loans of any Extending Lender
are outstanding under the applicable Existing Revolving
Credit Commitments, such Loans (and any related
participations) shall be deemed to be converted into Loans
(and related participations) made to the Extended Revolving
Credit Commitments in the same proportion as such Extending
Lenders Existing Revolving Credit Commitments are converted
to Extended Revolving Credit Commitments. -67-

(f) This Section 2.17 shall supersede any provisions in
Section 2.13 or Section 11.01 to the contrary. Each
Extended Class shall be documented by an Additional Credit
Extension Amendment executed by the Extending Lenders
providing such Extended Class (and the other persons
specified in the definition of Additional Credit Extension
Amendment but no other existing Lender), and the Additional
Credit Extension Amendment may provide for such amendments
to this Agreement and the other Loan Documents as may be
necessary or appropriate in the reasonable opinion of the
Administrative Agent and the Borrower, to effect the
provisions of this Section 2.17. 2.18. Refinancing Term
Loans. (a) The Borrower may at any time and from time to
time, by written notice to the Administrative Agent,
request the establishment of one or more additional Classes
of term loans under this Agreement or an increase to an
existing Class of term loans under this Agreement
(Refinancing Term Loans) or one or more series of debt
securities (Refinancing Notes); provided that: (i) the
proceeds of such Refinancing Term Loans and/or Refinancing
Notes shall be used, concurrently or substantially
concurrently with the incurrence thereof, solely to
refinance all or any portion of any outstanding Term Loans;
(ii) each Class of Refinancing Term Loans shall be in an
aggregate amount of $10,000,000 or any whole multiple of
$1,000,000 in excess thereof (or such other amount
necessary to repay any Class of outstanding Term Loans in
full); (iii) such Refinancing Term Loans and/or Refinancing
Notes shall be in an aggregate principal amount not greater
than the aggregate principal amount of Term Loans to be
refinanced plus any accrued interest, fees, costs and
expenses related thereto (including any original issue
discount or upfront fees); (iv) the final maturity date of
such Refinancing Term Loans and/or Refinancing Notes shall
be later than the Maturity Date of the Term Loans being
refinanced, and the Weighted Average Life to Maturity of
such Refinancing Term Loans and/or Refinancing Notes shall
be longer than the then remaining Weighted Average Life to
Maturity of each Class of Term Loans being refinanced; (v)
(A) the pricing, rate floors, discounts, fees and optional
and mandatory prepayment or redemption provisions
applicable to such Refinancing Term Loans and/or
Refinancing Notes shall be as agreed between the Borrower
and the Refinancing Term Lenders and/or Refinancing Note
Holders so long as, in the case of any mandatory prepayment
or redemption provisions, such Refinancing Term Lenders
and/or Refinancing Note Holders do not participate on a
greater than pro rata basis in any such prepayments as
compared to Term B Lenders and (B) the covenants and other
terms applicable to such Refinancing Term Loans (excluding
those terms described in the immediately preceding clause
(A)), which shall be as agreed between the Borrower and the
lenders providing such Refinancing Term Loans and/or
Refinancing Note Holders, shall not be materially more
favorable (when taken as a whole) to the Refinancing Term
Lenders and/or Refinancing Note Holders than those
applicable to any Class of Term Loans then outstanding
under this Agreement (as determined by the Borrower in good
faith), except to the extent such covenants and other terms
apply solely to any period after the Latest Maturity Date
(before giving effect to the Refinancing Term Loans and/or
Refinancing Notes) or such covenants or other terms apply
equally for the benefit of the other Lenders; (vi) no
existing Lender shall be required to provide any
Refinancing Term Loans and/or Refinancing Notes; and (vii)
the Refinancing Term Loans and/or Refinancing Notes shall
rank pari passu in right of payment and security with the
existing Loans. (b) Each such notice shall specify (x) the
date (each, a Refinancing Effective Date) on which the
Borrower proposes that the Refinancing Term Loans and/or
Refinancing Notes be made, which shall be a date -68-

reasonably acceptable to the Administrative Agent and (y)
in the case of Refinancing Term Loans, the identity of the
Persons (each of which shall be a Person that would be an
Eligible Assignee (for this purpose treating a Lender of
Refinancing Term Loans as if it were an assignee)) whom the
Borrower proposes would provide the Refinancing Term Loans
and the portion of the Refinancing Term Loans to be
provided by each such Person. On each Refinancing Effective
Date, each Person with a commitment for a Refinancing Term
Loan (each such Person, a Refinancing Term Lender) or
Refinancing Notes (each such Person, a Refinancing Note
Holder) shall make a Refinancing Term Loan to the Borrower,
and/or purchase Refinancing Notes from the Borrower, in a
principal amount equal to such Persons commitment therefor.
(c) This Section 2.18 shall supersede any provisions in
Section 2.13 or Section 11.01 to the contrary (but shall be
in addition to and not in lieu of the second paragraph of
Section 11.01). The Refinancing Term Loans shall be
documented by an Additional Credit Extension Amendment
executed by the Persons providing the Refinancing Term
Loans (and the other Persons specified in the definition of
Additional Credit Extension Amendment but no other existing
Lender), and the Additional Credit Extension Amendment may
provide for such amendments to this Agreement and the other
Loan Documents as may be necessary or appropriate, in the
reasonable opinion of the Administrative Agent and the
Borrower, to effect the provisions of this Section 2.18.
The Refinancing Notes shall be established to documentation
which shall be consistent with the provisions set forth in
Section 2.18(a). 2.19. Replacement Revolving Credit
Commitments. (a) The Borrower may at any time and from time
to time, by written notice to the Administrative Agent,
request the establishment of one or more additional Classes
of Revolving Credit Commitments (Replacement Revolving
Credit Commitments) to replace all or a portion of any
existing Classes of Revolving Credit Commitments under this
Agreement (Replaced Revolving Credit Commitments); provided
that: (i) substantially concurrently with the effectiveness
of the Replacement Revolving Credit Commitments, all or an
equivalent portion of the Revolving Credit Commitments in
effect immediately prior to such effectiveness shall be
terminated, and all or an equivalent portion of the
Revolving Credit Loans then outstanding, together with all
interest thereon, and all other amounts accrued for the
benefit of the Revolving Credit Lenders, shall be repaid or
paid (it being understood, however, than any Letters of
Credit issued and outstanding under the Replaced Revolving
Credit Commitments shall be deemed to have been issued
under the Replacement Revolving Credit Commitments if the
amount of such Letters of Credit would exceed the remaining
amount of commitments under the Replaced Revolving Credit
Commitments after giving effect to the reduction
contemplated hereby); (ii) such Replacement Revolving
Credit Commitments shall be in an aggregate amount not
greater than the aggregate amount of Replaced Revolving
Credit Commitments to be replaced plus any accrued
interest, fees, costs and expenses related thereto
(including any upfront fees); (iii) the final maturity date
of such Replacement Revolving Credit Commitments shall be
later than the Maturity Date of the Replaced Revolving
Credit Commitments; (iv) the Letter of Credit Sublimit and
the Swing Line Sublimit under such Replacement Revolving
Credit Commitments shall be as agreed between the Borrower,
the Lenders providing such Replacement Revolving Credit
Commitments, the Administrative Agent, the L/C Issuer (or
any replacement L/C Issuer) and the Swing Line Lender (or
any replacement Swing Line Lender); (v) (A) the pricing,
rate floors, discounts, fees and optional prepayment or
redemption provisions applicable to such Replacement
Revolving Credit Commitments shall be as agreed between the
Borrower and the Replacement Revolving Credit Lenders so
long as, in the case of any optional prepayment or
redemption provisions, such Replacement Revolving Credit
Lenders do not participate on a greater than pro rata basis
in any such prepayments as compared to Replaced Revolving
Credit Commitments and (B) the covenants and other terms
applicable to such Replacement Revolving Credit Commitments
(excluding those terms described in the immediately
preceding clause (A)), which shall be as agreed between the
Borrower and the lenders providing such Replacement
Revolving Credit Commitments, -69-

shall not be materially more favorable (when taken as a
whole) to the lenders providing the Replacement Revolving
Credit Commitments than those applicable to the Replaced
Revolving Credit Commitments (as determined by the Borrower
in good faith), except to the extent such covenants and
other terms apply solely to any period after the Latest
Maturity Date (before giving effect to the Replacement
Revolving Credit Commitments) or such covenants or other
terms apply equally for the benefit of the other Lenders;
(vi) no existing Lender shall be required to provide any
Replacement Revolving Credit Commitments; and (vii) the
Replacement Revolving Credit Commitments shall rank pari
passu in right of payment and security with the existing
Loans. (b) Each such notice shall specify (x) the date
(each, a Replacement Revolving Credit Commitment Effective
Date) on which the Borrower proposes that the Replacement
Revolving Credit Commitments become effective, which shall
be a date reasonably acceptable to the Administrative Agent
and (y) the identity of the Persons (each of which shall be
a Person that would be an Eligible Assignee (for this
purpose treating a Lender of Replacement Revolving Credit
Commitments as if it were an assignee)) whom the Borrower
proposes would provide the Replacement Revolving Credit
Commitments (each such person, a Replacement Revolving
Credit Lender) and the portion of the Replacement Revolving
Credit Commitments to be provided by each such Person. (c)
This Section 2.19 shall supersede any provisions in Section
2.13 or Section 11.01 to the contrary. The Replacement
Revolving Credit Commitments shall be documented by an
Additional Credit Extension Amendment executed by the
Persons providing the Replacement Revolving Credit
Commitments (and the other Persons specified in the
definition of Additional Credit Extension Amendment but no
other existing Lender), and the Additional Credit Extension
Amendment may provide for such amendments to this Agreement
and the other Loan Documents as may be necessary or
appropriate, in the reasonable opinion of the
Administrative Agent and the Borrower, to effect the
provisions of this Section 2.19. ARTICLE III TAXES, YIELD
PROTECTION AND ILLEGALITY 3.01. Taxes. (a) Payments Free of
Taxes; Obligation to Withhold Payments on Account of Taxes.
(i) Any and all payments by or on account of any obligation
of any Loan Party hereunder or under any other Loan
Document shall, to the extent permitted by applicable Laws,
be made free and clear of and without deduction or
withholding of any Taxes. If, however, applicable Laws
require the applicable withholding agent to withhold or
deduct any Tax (as determined in the good faith discretion
of the applicable withholding agent), such Tax shall be
withheld or deducted in accordance with such Laws. (ii) If
the applicable withholding agent shall be required to
withhold or deduct any Taxes from any payment, then (A) the
applicable withholding agent shall withhold or make such
deductions as are required, (B) the applicable withholding
agent shall timely pay the full amount withheld or deducted
to the relevant Governmental Authority in accordance with
applicable Laws and (C) to the extent that the withholding
or deduction is made on account of Indemnified Taxes or
Other Taxes, the sum payable by the applicable Loan Party
shall be increased as necessary so that after any required
withholding and deductions on account of Indemnified Taxes
or Other Taxes have been made (including withholding and
deductions applicable to additional sums payable under this
Section 3.01), the applicable Lender, as the case may be,
receives an amount equal to the sum it would have received
had no such withholding or deduction been made. (b) Payment
of Other Taxes. Without limiting the provisions of
subsection (a) above, the Loan Parties shall timely pay any
Other Taxes to the relevant Governmental Authority in
accordance with applicable Laws. -70-

(c) Indemnification. Without limiting the provisions of
subsection (a) or (b) above, the Loan Parties shall,
jointly and severally, indemnify the Administrative Agent
and each Lender, and shall make payment in respect thereof
within 10 days after a written demand therefor, for the
full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this
Section 3.01) payable by the Administrative Agent or such
Lender, as the case may be, and any reasonable expenses
arising therefrom or with respect thereto, whether or not
such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental
Authority. A certificate setting forth the calculation of
the amount of any such payment or liability and the reasons
for such payment or liability in reasonable detail
delivered to the Borrower and Holdings by a Lender (with a
copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender, shall be
conclusive absent manifest error. (d) Evidence of Payments.
As soon as practicable after any payment of any Indemnified
Taxes or Other Taxes by any Loan Party to a Governmental
Authority as provided in this Section 3.01, such Loan Party
shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of any return
required by applicable Laws to report such payment or other
evidence of such payment reasonably satisfactory to the
Administrative Agent. (e) Status of Lenders; Tax
Documentation. (i) Each Lender shall deliver to the
Borrower, Holdings and to the Administrative Agent,
whenever reasonably requested by the Borrower, Holdings or
the Administrative Agent, such properly completed and
executed documentation prescribed by applicable Laws and
such other reasonably requested information as will permit
the Borrower, Holdings or the Administrative Agent, as the
case may be, (A) to determine whether or not payments made
hereunder or under any other Loan Document are subject to
Taxes, (B) to determine, if applicable, the required rate
of withholding or deduction and (C) to establish such
Lenders entitlement to any available exemption from, or
reduction of, applicable Taxes in respect of any payments
to be made to such Lender by any Loan Party to any Loan
Document or otherwise to establish such Lenders status for
withholding tax purposes in an applicable jurisdiction
(including, in the case of a Lender seeking exemption from,
or reduction of, U.S. federal withholding tax under FATCA,
any documentation necessary to prevent withholding under
FATCA and to permit the Borrower to determine that such
Lender has complied with any requirements under such
provisions to avoid or reduce withholding tax).
Notwithstanding anything to the contrary in the preceding
sentence, the completion, execution and submission of such
documentation (other than such documentation set forth in
Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall
not be required if in the Lenders reasonable judgment such
completion, execution or submission would subject such
Lender to any material unreimbursed cost or expense or
would materially prejudice the legal or commercial position
of such Lender. (ii) Without limiting the generality of the
foregoing, (A) any Lender that is a United States person
within the meaning of Section 7701(a)(30) of the Code shall
deliver to the Borrower, Holdings and the Administrative
Agent executed originals of IRS Form W-9 or such other
documentation or information prescribed by applicable Laws
or reasonably requested by the Borrower or the
Administrative Agent as will enable the Borrower, Holdings
or the Administrative Agent, as the case may be, to
determine whether or not such Lender is subject to backup
withholding or information reporting requirements; and (B)
each Foreign Lender that is entitled under the Code or any
applicable treaty to an exemption from or reduction of U.S.
federal withholding tax with respect to any payments
hereunder or under any other Loan Document shall deliver to
the Borrower, Holdings and the Administrative Agent (in
such number of signed originals as shall be requested by
the recipient) on or prior to the date on which such
Foreign Lender becomes a Lender under this Agreement (and
from time to time thereafter (1) if any documentation
previously delivered has expired or become obsolete or
invalid or (2) upon the request of the Borrower, Holdings
or the Administrative Agent), whichever of the following is
applicable: (I) IRS Form W-8BEN or W-8BEN-E, as applicable
(or any successor thereto) claiming eligibility for
benefits of an income tax treaty to which the United States
is a party, -71-

(II) IRS Form W-8ECI (or any successor thereto), (III) in
the case of a Foreign Lender claiming the benefits of the
exemption for portfolio interest under Sections 881(c) or
871(h) of the Code (the Portfolio Interest Exemption), (x)
a certificate, substantially in the form of Exhibit H-1,
H-2, H-3 or H-4, as applicable (Exhibit H-1, H-2, H-3 or
H-4, as applicable, a Tax Status Certificate), to the
effect that such Foreign Lender is not (A) a bank within
the meaning of Section 881(c)(3)(A) of the Code, (B) a 10
percent shareholder of the Borrower within the meaning of
Section 881(c)(3)(B) of the Code, or (C) a controlled
foreign corporation described in Section 881(c)(3)(C) of
the Code, and that no interest to be received is
effectively connected with a U.S. trade or business and (y)
duly completed and executed original copies of IRS Form
W-8BEN (or any successor thereto) or W-8BEN-E, as
applicable, (IV) where such Lender is a partnership (for
U.S. federal income tax purposes) or otherwise not a
beneficial owner (e.g., where such Lender has sold a
typical participation), IRS Form W-8IMY (or any successor
thereto) and all required supporting documentation
(including, where one or more of the underlying beneficial
owner(s) is claiming the benefits of the Portfolio Interest
Exemption, a Tax Status Certificate of such beneficial
owner(s) (provided that, if the Foreign Lender is a
partnership and not a participating Lender, the Tax Status
Certificate from the beneficial owner(s) may be provided by
the Foreign Lender on behalf of the beneficial owner(s)),
or: (V) any other form prescribed by applicable Laws as a
basis for claiming exemption from or a reduction in U.S.
federal withholding tax together with such supplementary
documentation as may be prescribed by applicable Laws to
permit the Borrower, Holdings or the Administrative Agent
to determine the withholding or deduction required to be
made. (C) Each Lender shall promptly notify the Borrower,
Holdings and the Administrative Agent of any change in
circumstances that would modify or render invalid any
documentation previously provided. (D) If a payment made to
a Lender under any Loan Document would be subject to U.S.
federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting
requirements of FATCA (including those contained in Section
1471(b) or 1472(b) of the Code, as applicable), such Lender
shall deliver to the Borrower and the Administrative Agent
at the time or times prescribed by law and at such time or
times reasonably requested by the Borrower or the
Administrative Agent such documentation prescribed by
applicable law (including as prescribed by Section
1471(b)(3)(C)(i) of the Code) and such additional
documentation reasonably requested by the Borrower or the
Administrative Agent as may be necessary for the Borrower
and the Administrative Agent to comply with their
obligations under FATCA and to determine whether such
Lender has complied with such Lenders obligations under
FATCA or to determine the amount to deduct and withhold
from such payment. Solely for purposes of this clause (D),
FATCA shall include any amendments made to FATCA after the
date of this Agreement. (iii) Notwithstanding anything to
the contrary in this Section 3.01(e), no Lender shall be
required to deliver any documentation that it is not
legally eligible to deliver. (iv) Each Lender hereby
authorizes the Administrative Agent to deliver to the Loan
Parties and to any successor Administrative Agent any
documentation provided by such Lender to the Administrative
Agent to this Section 3.01(e). (f) Treatment of Certain
Refunds. If the Administrative Agent or any Lender
determines, in its good faith sole discretion, that it has
received a refund of any Indemnified Taxes or Other Taxes
as to which it has been indemnified by any Loan Party or
with respect to which any Loan Party has paid additional
amounts to this Section 3.01, it shall pay to the Borrower
an amount equal to such refund (but only to the extent of
indemnity payments made, or additional amounts paid, by
such Loan Party under this Section 3.01 with respect to the
-72-

Indemnified Taxes or Other Taxes giving rise to such
refund), net of all out-of-pocket expenses (including
Taxes) incurred by the Administrative Agent or such Lender,
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 Administrative Agent or such Lender
agrees to repay the amount paid over to any Loan Party
(plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) to the Administrative
Agent, or such Lender, in the event the Administrative
Agent or such Lender is required to repay such amount to
such Governmental Authority. This subsection shall not be
construed to require the Administrative Agent or any Lender
to make available its tax returns (or any other information
relating to its taxes that it deems confidential) to the
Borrower or any other Person. Notwithstanding anything to
the contrary, in no event will any Lender be required to
pay any amount to any Loan Party the payment of which would
place such Lender in a less favorable net after Tax
position than such Lender would have been in if the
indemnification payments or additional amounts giving rise
to such refund of any Indemnified Taxes or Other Taxes had
never been paid. (g) Payment by Administrative Agent. For
purposes of this Section 3.01, any payment made by the
Administrative Agent to a Lender shall be deemed to be a
payment made by the Borrower to such Lender. 3.02.
Illegality. If any Lender determines that any change in Law
has made it unlawful, or that any Governmental Authority
has, after the Closing Date, asserted that it is unlawful,
for any Lender or its applicable Lending Office to make,
maintain or fund Loans whose interest is determined by
reference to the Eurodollar Rate, or to determine or charge
interest rates based upon the Eurodollar Rate, or any
Governmental Authority has, after the Closing Date, imposed
material restrictions on the authority of such Lender to
purchase or sell, or to take deposits of, Dollars in the
London interbank market, then, on notice thereof by such
Lender to the Borrower through the Administrative Agent,
(i) 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, and (ii) if such
notice asserts the illegality of such Lender making or
maintaining Base Rate Loans the interest rate on which is
determined by reference to the Eurodollar Rate component of
the Base Rate, the interest rate on which Base Rate Loans
of such Lender shall, if necessary to avoid such
illegality, be determined by the Administrative Agent
without reference to the Eurodollar Rate component of the
Base Rate, in each case until such Lender notifies the
Administrative Agent and the Borrower that the
circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, (x) the Borrower shall,
upon demand from such Lender (with a copy to the
Administrative Agent), convert all Eurodollar Rate Loans of
such Lender to Base Rate Loans (the interest rate on which
Base Rate Loans of such Lender shall, if necessary to avoid
such illegality, be determined by the Administrative Agent
without reference to the Eurodollar Rate component of the
Base Rate), 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 immediately, if
such Lender may not lawfully continue to maintain such
Eurodollar Rate Loans and (y) if such notice asserts the
illegality of such Lender determining or charging interest
rates based upon the Eurodollar Rate, the Administrative
Agent shall during the period of such suspension compute
the Base Rate applicable to such Lender without reference
to the Eurodollar Rate component thereof until the
Administrative Agent is advised in writing by such Lender
that it is no longer illegal for such Lender to determine
or charge interest rates based upon the Eurodollar Rate.
Upon any such prepayment or conversion, the Borrower shall
also pay accrued interest on the amount so prepaid or
converted. 3.03. Inability to Determine Rates. If in
connection with any request for a Eurodollar Rate Loan or a
conversion to or continuation thereof, (i) the
Administrative Agent determines (which determination shall
be final and conclusive absent manifest error) that (a)
Dollar deposits are not being offered to banks in the
London interbank eurodollar market for the applicable
amount and Interest Period of such Eurodollar Rate Loan,
(b) 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
in connection with an existing or proposed Base Rate Loan,
or (ii) the Administrative Agent determines or is advised
in writing by the Required Lenders 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, the Administrative Agent will promptly so notify the
Borrower and each Lender. Thereafter, (x) the obligation of
the Lenders to make or maintain Eurodollar Rate Loans shall
be suspended (to the extent of the affected Eurodollar Rate
Loans or Interest Periods), and (y) in the event of a
determination described in the preceding sentence with
respect to the Eurodollar Rate component of the Base Rate,
the utilization of the Eurodollar Rate component in
determining the Base Rate shall be suspended, in each case
until the Administrative Agent (upon the instruction of the
Required Lenders if the Required Lenders advised the
Administrative Agent to clause (ii) above) revokes such
notice. Upon receipt of such notice, the Borrower -73-

may revoke any pending request for a Borrowing of,
conversion to or continuation of Eurodollar Rate Loans (to
the extent of the affected Eurodollar Rate Loans or
Interest Periods) 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. 3.04.
Increased Costs. (a) Increased Costs Generally. If any
Change in Law shall: (i) impose, modify or deem applicable
any reserve, special deposit, compulsory loan, insurance
charge or similar requirement against assets of, deposits
with or for the account of, or credit extended or
participated in by, any Lender (except any reserve
requirement reflected in the Eurodollar Rate) or the L/C
Issuer; (ii) subject any Lender or the L/C Issuer to any
Tax of any kind whatsoever (other than Indemnified Taxes or
Other Taxes covered in Section 3.01 and Excluded Taxes) on
its loans, loan principal, Letters of Credit, Commitments
or other obligations, or its deposits, reserves, other
liabilities or capital attributable thereto; or (iii)
impose on any Lender or the L/C Issuer or the London
interbank market any other condition, cost or expense
affecting this Agreement or Eurodollar Rate Loans made by
such Lender or any Letter of Credit or participation
therein; and the result of any of the foregoing shall be to
increase the cost to such Lender of making or maintaining
any Loan the interest on which is determined by reference
to the Eurodollar Rate (or, in the case of clause (ii)
above, any Loan), or of maintaining its obligation to make
any such Loan, or to increase the cost to such Lender or
the L/C Issuer of participating in, issuing or maintaining
any Letter of Credit (or of maintaining its obligation to
participate in or to issue any Letter of Credit), or to
reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder (whether of principal,
interest or any other amount) then, upon request of such
Lender or the L/C Issuer, the Borrower will pay to such
Lender or the L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender
or the L/C Issuer, as the case may be, for such additional
costs incurred or reduction suffered. (b) Capital
Requirements. If any Lender or the L/C Issuer determines
that any Change in Law affecting such Lender or the L/C
Issuer or any Lending Office of such Lender or such Lenders
or the L/C Issuers holding company, if any, regarding
capital or liquidity requirements has or would have the
effect of reducing the rate of return on such Lenders or
the L/C Issuers capital or on the capital of such Lenders
or the L/C Issuers holding company, if any, as a
consequence of this Agreement, the Commitments of such
Lender or the Loan made by, or participations in Letters of
Credit held by, such Lender, or the Letters of Credit
issued by the L/C Issuer, to a level below that which such
Lender or the L/C Issuer or such Lenders or the L/C Issuers
holding company could have achieved but for such Change in
Law (taking into consideration such Lenders or the L/C
Issuers policies and the policies of such Lenders or the
L/C Issuers holding company with respect to capital
adequacy and liquidity), then from time to time the
Borrower will pay to such Lender or the L/C Issuer, as the
case may be, such additional amount or amounts as will
compensate such Lender or the L/C Issuer or such Lenders or
the L/C Issuers holding company for any such reduction
suffered. (c) Certificates for Reimbursement. A certificate
of a Lender or the L/C Issuer setting forth the amount or
amounts necessary to compensate such Lender or the L/C
Issuer or its holding company, as the case may be, as
specified in subsection (a) or (b) of this Section and
delivered to the Borrower shall be conclusive absent
manifest error. The Borrower shall pay such Lender or the
L/C Issuer, as the case may be, the amount shown as due on
any such certificate within 15 days after receipt thereof.
(d) Delay in Requests. Failure or delay on the part of any
Lender or the L/C Issuer to demand compensation to the
foregoing provisions of this Section shall not constitute a
waiver of such Lenders or the L/C Issuers right to demand
such compensation, provided that the Borrower shall not be
required to compensate a Lender or the L/C Issuer to the
foregoing provisions of this Section for any increased
costs incurred or -74-

reductions suffered more than six months prior to the date
that such Lender or the L/C Issuer, as the case may be,
notifies the Borrower of the Change in Law giving rise to
such increased costs or reductions and of such Lenders or
the L/C Issuers intention to claim compensation therefor
(except that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the
six-month period referred to above shall be extended to
include the period of retroactive effect thereof). 3.05.
Compensation for Losses. Upon demand of any Lender (with a
copy to the Administrative Agent) from time to time, 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 Loan other than a
Base Rate Loan on a day other than the last day of the
Interest Period for such Loan (whether voluntary,
mandatory, automatic, by reason of acceleration, or
otherwise); (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; or (c) any assignment of a Eurodollar Rate Loan
on a day other than the last day of the Interest Period
therefor as a result of a request by the Borrower to
Section 11.14; excluding any loss of anticipated profits
but including any loss or expense 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. The Borrower
shall also pay any customary and reasonable administrative
fees charged by such Lender in connection with the
foregoing. For purposes of calculating amounts payable by
the Borrower to the Lenders under this Section 3.05, each
Lender shall be deemed to have funded each Eurodollar Rate
Loan made by it at the Eurodollar Rate used in determining
the Eurodollar Rate for such Loan by a matching deposit or
other borrowing in the London interbank eurodollar market
for a comparable amount and for a comparable period,
whether or not such Eurodollar Rate Loan was in fact so
funded. 3.06. Mitigation Obligations; Replacement of
Lenders. (a) Designation of Different Lending Office. If
any Lender requests compensation under Section 3.05, or the
Borrower is required to pay any additional amount to any
Lender, the L/C Issuer, or any Governmental Authority for
the account of any Lender or the L/C Issuer to Section
3.01, or if any Lender gives a notice to Section 3.02, then
such Lender or the L/C Issuer shall, as applicable, use
reasonable efforts to designate a different Lending Office
for funding or booking its Loans hereunder or to assign its
rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender
or the L/C Issuer, such designation or assignment (i) would
eliminate or reduce amounts payable to Section 3.01 or
3.04, as the case may be, in the future, or eliminate the
need for the notice to Section 3.02, as applicable, and
(ii) in each case, would not subject such Lender or the L/C
Issuer, as the case may be, to any unreimbursed cost or
expense and would not otherwise be materially
disadvantageous to such Lender or the L/C Issuer, as the
case may be. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender or the
L/C Issuer in connection with any such designation or
assignment. (b) Replacement of Lenders. If any Lender
requests compensation under Section 3.04, or if the
Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any
Lender to Section 3.01 (other than to Section 3.01(b)) or
if a Lender gives notice to Section 3.02, the Borrower may
replace such Lender in accordance with Section 11.14. 3.07.
Survival. All of the Borrowers obligations under this
Article III shall survive termination of the Facility,
repayment of all other Loan Obligations hereunder, and
resignation of the Administrative Agent. -75-

ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 4.01.
Conditions to Initial Credit Extension. The obligation of
the L/C Issuer and each Lender to make its initial Credit
Extension hereunder is subject to satisfaction of the
following conditions precedent: (a) the Administrative
Agents receipt of the following, each executed by a
Responsible Officer of the signing Loan Party, each dated
the Closing Date (or, in the case of certificates of
governmental officials, a recent date before the Closing
Date): (i) executed counterparts to this Agreement by
Holdings, the Borrower and each Lender on the Closing Date
(other than a Cashless Rollover Lender); (ii) executed
counterparts to each Cashless Rollover Letter by the
Borrower and each Cashless Rollover Lender; (iii) executed
counterparts of the Guaranty; (iv) a Note executed by the
Borrower in favor of each Lender requesting a Note, with
such requests provided to the Borrower at least two
Business Days prior to the Closing Date; (v) the Security
Agreement, together with: (A) no later than two (2)
Business Days after the Closing Date (or such later date as
may be agreed by the Administrative Agent in its sole
discretion), certificates representing the Pledged
Securities (if any) referred to therein accompanied by
undated stock powers executed in blank and instruments
evidencing the Intercompany Notes and any pledged
Collateral required to be delivered to the Administrative
Agent to the Security Agreement, in each case, indorsed in
blank, (B) proper financing statements in form appropriate
for filing under the Uniform Commercial Code of all
jurisdictions that are necessary in order to perfect the
Liens created under the Security Agreement, covering the
Collateral described in the Security Agreement, (C)
certified copies of UCC, United States Patent and Trademark
Office, United States Copyright Office, tax and judgment
lien searches, bankruptcy and pending lawsuit searches or
equivalent reports or searches, each of a recent date
listing all effective financing statements, lien notices or
comparable documents that name any Loan Party or Qualified
Subsidiary as debtor and that are filed in those state and
county jurisdictions in which any Loan Party or Qualified
Subsidiary is organized or maintains its principal place of
business, none of which encumber the Collateral covered or
intended to be covered by the Collateral Documents (other
than Liens permitted by Section 7.01 or any other Liens
acceptable to the Administrative Agent), and (D) a
completed and executed Perfection Certificate substantially
in the form of Exhibit I-1; (vi) a solvency certificate in
the form of Exhibit J executed and delivered by the chief
financial officer of the Borrower; (vii) such certificates
of resolutions or other 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; -76-

(viii) such documents and certifications as the
Administrative Agent may reasonably require to evidence
that each Loan Party is duly organized or formed, and that
each of the Borrower and its Restricted Subsidiaries is
validly existing, in good standing and qualified to engage
in business in the jurisdiction of its organization; (ix)
the opinion of Simpson, Thacher Bartlett LLP, counsel to
the Loan Parties, addressed to the Administrative Agent and
each Lender and substantially in the form provided to the
Lenders prior to the Closing Date; (x) the financial
statements referenced in Sections 5.05(a) and (d); and (xi)
a certificate of a Responsible Officer of Borrower as to
the satisfaction of the conditions set forth in Sections
4.02(a) and (b). (b) The Lenders and the Administrative
Agent shall have received the information required under
Section 11.19 not less than three (3) Business Days prior
to the Closing Date. (c) All fees required to be paid to
the Administrative Agent, the Lead Arrangers and the
Lenders on or before the Closing Date shall have been paid.
(d) Unless waived by the Administrative Agent, the Borrower
shall have paid all applicable expenses (including the
reasonable and invoiced fees and disbursements of counsel
(with such invoices provided to the Borrower at least two
Business Days prior to the Closing Date)) that are due to
Section 11.05(a). (e) The Refinancing shall have been or
shall substantially concurrently with the initial Credit
Extension on the Closing Date be consummated, and the
Administrative Agent shall have received, or substantially
concurrently with the initial Credit Extensions on the
Closing Date shall receive, (i) UCC-3 termination
statements with respect to all Liens securing the Existing
Credit Agreement and (ii) a customary payoff letter for the
Existing Credit Agreement. 4.02. Conditions 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, or a continuation of Eurodollar Rate Loans) is
subject to the following conditions precedent: (a) The
representations and warranties of the Borrower and each
other Loan Party contained in Article V or any other Loan
Document, or which are contained in any document furnished
at any time under or in connection herewith or therewith,
shall be true and correct in all material respects (except
that any representation and warranty that is qualified as
to materiality or Material Adverse Effect shall be true and
correct in all respects) on and as of the date of such
Credit Extension, except to the extent that such
representations and warranties specifically refer to an
earlier date, in which case they shall be true and correct
in all material respects (except that any representation
and warranty that is qualified as to materiality or
Material Adverse Effect shall be true and correct in all
respects) as of such earlier date. (b) No Default shall
exist, or would result from such proposed Credit Extension
or from the application of the proceeds thereof. (c) In the
case of any incurrence of a Revolving Credit Loan or a
Swing Line Loan or the issuance, amendment, renewal or
extension of any Letter of Credit, as the case may be
(other than (1) any Borrowing of Revolving Credit Loans to
reimburse an Unreimbursed Amount or (2) if after giving
effect to such Credit Extension, the Revolving Credit
Exposure of all Revolving Credit Lenders does not exceed
20% of the Revolving Credit Facility), the Consolidated Net
Leverage Ratio for the most recently ended fiscal quarter
for which financial statements have been delivered ,
calculated without giving effect to such Credit Extension,
is less than or equal to the ratio set forth in the
covenant contained in Section 7.10 for such date
(regardless of whether the financial covenant set forth in
Section 7.10 is required to be tested at such date). -77-

(d) The Administrative Agent and, if applicable, the L/C
Issuer or the Swing Line Lender shall have received a
Request for Credit Extension in accordance with the
requirements hereof. 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 in Sections 4.02(a) and (b) and, if
applicable, (c) have been satisfied on and as of the date
of the applicable Credit Extension. ARTICLE V
REPRESENTATIONS AND WARRANTIES Each of Holdings and the
Borrower represents and warrants to the Administrative
Agent and the Lenders that: 5.01. Existence, Qualification
and Power. Each Loan Party and each of its Restricted
Subsidiaries (a) is duly organized or formed, validly
existing and, as applicable, in good standing under the
Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and
all requisite governmental licenses, authorizations,
consents and approvals 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 and consummate the Transactions, and (c) is duly
qualified and is licensed and, as applicable, in good
standing under the Laws of each jurisdiction where its
ownership, lease or operation of properties or the conduct
of its business requires such qualification or license;
except in each case referred to in clause (b)(i) or (c), to
the extent that failure to do so would not reasonably be
expected to have a Material Adverse Effect. 5.02.
Authorization; No Contravention. The execution, delivery
and performance by each Loan Party of each Loan Document to
which such Person is or is to be a party 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 Persons Organization
Documents; (b) conflict with or result in any breach or
contravention of, or the creation of any Lien under, 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
Restricted 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 Law, except in each case referred to in
clause (b) or (c), to the extent that such conflict,
breach, contravention or violation would not reasonably be
expected to have a Material Adverse Effect. 5.03.
Governmental Authorization; Other Consents. No material
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 any Loan
Document, or for the consummation of the Transactions, (b)
the grant by any Loan Party of the Liens granted by it to
the Collateral Documents or (c) the perfection of the Liens
created under the Collateral Documents (including the first
priority nature thereof), except for the authorizations,
approvals, actions, notices and filings listed on Schedule
5.03, all of which have been duly obtained, taken, given or
made and are in full force and effect. 5.04. Binding
Effect. This Agreement has been and each other Loan
Document, when delivered hereunder, will have been, duly
executed and delivered by each Loan Party that is party
thereto. This Agreement constitutes, and each other Loan
Document when so delivered will constitute, a legal, valid
and binding obligation of such Loan Party, enforceable
against each Loan Party that is party thereto in accordance
with its terms, subject to (i) applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to affecting
creditors rights generally and (ii) general equitable
principles (whether considered in a proceeding in equity or
at law). 5.05. Financial Statements; No Material Adverse
Effect. (a) The Audited Financial Statements (i) were
prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise
expressly noted therein; (ii) fairly present in all -78-

material respects the financial condition of the Borrower
and its Subsidiaries as of the dates thereof and their
results of operations, cash flows and changes in
shareholders equity for the periods covered thereby in
accordance with GAAP, except as otherwise expressly noted
therein; and (iii) show all material indebtedness and other
liabilities, direct or contingent, of the Borrower and its
Subsidiaries as of the dates thereof, including liabilities
for Taxes, material commitments and Indebtedness. (b) The
unaudited consolidated and consolidating balance sheets of
the Borrower and its Subsidiaries as of March 31, 2017 and
the related consolidated and consolidating statements of
income or operations, shareholders equity and cash flows
for the three-month periods ended March 31, 2017 and 2016
(i) were prepared in accordance with GAAP consistently
applied throughout the period covered thereby, except as
otherwise expressly noted therein, and (ii) fairly present
the financial condition of the Borrower and its
Subsidiaries as of the dates thereof and their results of
operations, cash flows and changes in shareholders equity
for the periods covered thereby, subject, in the case of
clauses (i) and (ii), to the absence of footnotes and to
normal year-end audit adjustments. (c) Since December 31,
2016, 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.
(d) All financial projections concerning Holdings and its
Subsidiaries delivered to Lenders prior to the Closing Date
have been prepared in good faith based upon assumptions
believed by the Borrower to be reasonable as of the date of
their delivery to Lenders; it being understood that (i)
whether or not such projections or forward looking
statements are in fact achieved will depend upon future
events some of which are beyond the control of Holdings and
its Subsidiaries, (ii) no assurance can be given that any
projections will be realized, (iii) actual results may vary
from the projections and such variations may be material
and (iv) the projections delivered to the Lenders should
not be regarded as a representation by Holdings or its
management that the projected results will be achieved.
5.06. Litigation. Other than as set forth on Schedule 5.06,
there are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of the Borrower,
threatened at law, in equity, in arbitration or before any
Governmental Authority, by or against Holdings or any of
its Subsidiaries or against any of their properties or
revenues that (a) purport to affect or pertain to any Loan
Document or the consummation of the Transactions, or (b)
either individually or in the aggregate would reasonably be
expected to have a Material Adverse Effect. 5.07. Ownership
of Property; Liens; Investments. (a) Each Loan Party and
each of its Restricted Subsidiaries has good record and
marketable title in fee simple to, or valid leasehold
interests in, all real property necessary or used in the
ordinary conduct of its business, except for such defects
in title as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.
(b) (i) Part (i) of Schedule 5.07(b) sets forth a complete
and accurate list of all Liens on any property of any Loan
Party as of the Closing Date, showing as of such date the
lienholder thereof, the principal amount of the obligations
secured thereby and the property or assets of such Loan
Party subject thereto. (ii) Part (ii) of Schedule 5.07(b)
sets forth a complete and accurate list of all Liens on any
property of any Restricted Subsidiary that is not a Loan
Party to the extent such Liens secure Indebtedness for
borrowed money (including to equipment financings) as of
the Closing Date, showing as of such date the lienholder
thereof, the principal amount of the obligations secured
thereby and the property or assets of such Loan Party
subject thereto. (iii) As of the Closing Date, the property
of each Restricted Subsidiary which is not a Loan Party is
subject to no Liens, other than (A) Liens set forth on part
(ii) of Schedule 5.07(b) or (B) Liens which are otherwise
permitted by Section 7.01 without giving effect to clause
(k), (m) or (o) thereof. -79-

(c) Schedule 5 to the Perfection Certificate lists, as of
the Closing Date, each parcel of Material Real Property
owned by each Loan Party or any of its Restricted
Subsidiaries, showing as of the Closing Date the street
address, county or other relevant jurisdiction, state,
record owner and book and Fair Market Value thereof. Each
Loan Party and each of its Restricted Subsidiaries has
good, marketable and insurable fee simple title to the
Material Real Property owned by such Loan Party or such
Restricted Subsidiary, free and clear of all Liens, other
than Liens created or permitted by the Loan Documents.
5.08. Environmental Compliance. (a) Each Loan Party and
each Subsidiary and their respective operations and
properties, are in compliance with all Environmental Laws
and have obtained, maintained and are in compliance with
all permits, licenses and other approvals as required under
any Environmental Law, except to the extent that failure to
do so would not reasonably be expected to have a Material
Adverse Effect. (b) (i) None of the properties currently or
formerly owned or operated by any Loan Party or any of its
Restricted Subsidiaries is listed or, to the knowledge of
the Borrower, proposed for listing on the NPL or on the
CERCLIS or any analogous foreign, state or local list or,
to the knowledge of the Borrower, is adjacent to any such
property; (ii) none of the Loan Parties has used any
Hazardous Materials and, to the knowledge of the Borrower,
there are no, and never have been any, underground or
above-ground storage tanks 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 knowledge
of the Loan Parties, on any property formerly owned or
operated by any Loan Party or any of its Subsidiaries;
(iii) none of the Loan Parties has used, and to the
knowledge of the Borrower, there is no asbestos or
asbestos-containing material on, at or in any property
currently owned or operated by any Loan Party or any of its
Subsidiaries; and (iv) none of the Loan Parties or any of
its Subsidiaries has Released and there is, to the
knowledge of the Borrower, no threat of Release of any
Hazardous Materials and, to the knowledge of the Borrower,
Hazardous Materials have not otherwise been Released and
there is no threat of Release of Hazardous Materials on,
at, under or from any property currently or formerly owned
or operated by any Loan Party or any of its Subsidiaries,
other than any exceptions to any of the foregoing clauses
(i) through (iv) that would not reasonably be expected,
individually or in the aggregate, to have a Material
Adverse Effect. (c) Neither any Loan Party nor any of its
Subsidiaries (i) 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 of Hazardous Materials at, on, under, or
from any site, location or operation, either voluntarily or
to the order of any Governmental Authority or the
requirements of any Environmental Law or (ii) has
generated, used, treated, handled or stored any Hazardous
Materials at, or has transported any Hazardous Materials to
or from, any property currently or formerly owned or
operated by any Loan Party or any of its Subsidiaries,
other than exceptions to any of the foregoing clauses (i)
or (ii) that would not reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect.
5.09. Insurance. The properties of the Borrower and its
Restricted Subsidiaries are insured with financially sound
and reputable insurance companies not Affiliates of the
Borrower, in such amounts, with such deductibles and
covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties
in localities where the Borrower or the applicable
Restricted Subsidiary operates. 5.10. Taxes. Except as
would not be reasonably expected, individually or in the
aggregate, to result in a Material Adverse Effect, each
Loan Party and each of its respective Restricted
Subsidiaries has timely filed all Tax returns and reports
required to be filed, and has timely paid all Taxes levied
or imposed upon it or its property, income or assets or
otherwise due and payable (whether or not shown on any Tax
return), including in its capacity as a withholding agent,
except such of those Taxes which are being contested in
good faith by appropriate proceedings diligently conducted
and for which adequate reserves have been provided in
accordance with GAAP (provided such contest suspends
enforcement or collection of the Tax in question). Each
Loan Party and its respective Restricted Subsidiaries has
made adequate provisions in accordance with GAAP for all
material Taxes not yet due and payable. There is no
current, proposed or pending audit, assessment, deficiency
or other claim relating to Taxes against any Loan Party or
any of its Restricted Subsidiaries that would reasonably be
expected, individually or in the aggregate, to result in a
Material Adverse Effect. None of the Loan Parties nor any
of their respective Restricted Subsidiaries -80-

has participated in a listed transaction within the meaning
of Treas. Reg. Section 1.6011-4, except as would not be
reasonably expected, individually or in the aggregate, to
have a Material Adverse Effect. 5.11. ERISA Compliance. (a)
Except as would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse
Effect, each Plan is in compliance with the applicable
provisions of ERISA, the Code and other Federal or state
laws. (b) There are no pending or, to the best knowledge of
the Borrower, threatened claims, actions or lawsuits, or
action by any Governmental Authority, with respect to any
Plan that would reasonably be expected to have a Material
Adverse Effect. There has been no prohibited transaction or
violation of the fiduciary responsibility rules with
respect to any Plan that has resulted or would reasonably
be expected to result in a Material Adverse Effect. (c)
Except as would not be reasonably expected, individually or
in the aggregate, to have a Material Adverse Effect, (i) no
ERISA Event has occurred or is reasonably expected to
occur; (ii) neither the Borrower nor any ERISA Affiliate
has incurred any liability under Sections 4201 or 4243 of
ERISA with respect to a Multiemployer Plan; (iii) neither
the Borrower nor any ERISA Affiliate has incurred any
liability under Title IV of ERISA with respect to a Pension
Plan (other than for the payment of premiums due and not
delinquent under Section 4007 of ERISA); (iv) neither the
Borrower nor any ERISA Affiliate has engaged in a
transaction that could be subject to Section 4069 or
Section 4212(c) of ERISA; and (v) no Pension Plan has been
terminated by the plan administrator thereof nor by the
PBGC, and no event or circumstance has occurred or exists
that could reasonably be expected to cause the PBGC to
institute proceedings under Title IV of ERISA to terminate
any Pension Plan. 5.12. Subsidiaries; Equity Interests;
Loan Parties. As of the Closing Date, no Loan Party has any
Subsidiaries other than those specifically disclosed in
Schedule 5.12, and all of the outstanding Equity Interests
in such Subsidiaries have been validly issued, are fully
paid and non-assessable and are owned by a Loan Party as
specified on Schedule 5.12 free and clear of all Liens
except those created or permitted under the Collateral
Documents. As of the Closing Date, no Loan Party has any
equity investments in any other corporation or entity other
than those specifically disclosed in Schedule 6 to the
Perfection Certificate. All of the outstanding Equity
Interests in the Borrower have been validly issued, are
fully paid and non-assessable and are owned by Holdings
free and clear of all Liens except those created or
permitted under the Collateral Documents. 5.13. Margin
Regulations; Investment Company Act. (a) No Loan Party is
engaged or will engage, principally or as one of its
important activities, in the business of purchasing or
carrying margin stock (within the meaning of Regulation U
issued by the FRB), or extending credit for the purpose of
purchasing or carrying margin stock. (b) None of the
Borrower, any other Loan Party or any Person Controlling
the Borrower is required to be registered as an investment
company under the Investment Company Act of 1940, as
amended. 5.14. Disclosure. No report, financial statement,
certificate or other information, including in the Lender
Presentation and any schedules to the Security Agreement or
the Perfection Certificate, furnished in writing by or on
behalf of any Loan Party to any Agent Party or any Lender
in connection with the transactions contemplated hereby and
the negotiation of this Agreement or delivered hereunder or
under any other Loan Document, as of the date such report,
financial statement, certificate or other information was
furnished (or, in the case of the Lender Presentation, as
of the Closing Date), contained any material misstatement
of fact or omitted to state any material fact necessary to
make the statements therein, in the light of the
circumstances under which they were made, not misleading;
provided that, with respect to projected financial
information, the Loan Parties make only the representation
set forth in Section 5.05(d). -81-

5.15. Compliance with Laws. (a) Each Loan Party and each
Subsidiary thereof is in compliance in all material
respects with the requirements of all Laws (including the
Act and the United States Foreign Corrupt Practices Act of
1977) and all orders, writs, injunctions and decrees
applicable to it or to its properties, except in such
instances in which (i) such requirement of Law or order,
writ, injunction or decree is being contested in good faith
by appropriate proceedings diligently conducted or (ii) the
failure to comply therewith, either individually or in the
aggregate, would not reasonably be expected to have a
Material Adverse Effect. (b) Each of the Borrower and each
of its Subsidiaries which maintains health care facilities
or provides health care services has procured and maintains
(i) all required licenses and permits for all of its (if
any) health care facilities and (ii) eligibility for
reimbursement or payment under the Medicare, Medicaid and
comparable programs, including successor programs, except
where a failure to procure or maintain such license, permit
or eligibility for reimbursement or payment, as applicable,
would not reasonably be expected to result in a Material
Adverse Effect. 5.16. Intellectual Property; Licenses, Etc.
Except as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect,
(i) each Loan Party and each of its Restricted Subsidiaries
own, or possess the right to use, all of the trademarks,
service marks, trade names, copyrights, patents, patent
rights, licenses and other intellectual property rights
(collectively, IP Rights) that are reasonably necessary for
the operation of their respective businesses, and Schedule
8 to the Perfection Certificate sets forth a complete and
accurate list as of the Closing Date of registered and
applied for IP Rights owned by each Loan Party; and (ii) no
written claim or litigation regarding any of the foregoing
is pending or, to the best knowledge of the Borrower,
threatened. 5.17. Solvency. As of the Closing Date, the
Borrower, together with its Restricted Subsidiaries on a
consolidated basis, is Solvent. 5.18. Labor Matters. There
are no collective bargaining agreements or Multiemployer
Plans covering the employees of the Borrower or any of its
Restricted Subsidiaries as of the Closing Date, and neither
the Borrower nor any Restricted Subsidiary has suffered any
strikes, walkouts, work stoppages or other labor difficulty
within the last five years that would reasonably be
expected to have a Material Adverse Effect. 5.19.
Collateral Documents. The provisions of the Collateral
Documents are effective to create in favor of the
Administrative Agent for the benefit of the Secured Parties
a legal, valid and enforceable first priority Lien (subject
to Liens permitted by Section 7.01) on all right, title and
interest of the respective Loan Parties in the Collateral
described therein. Except for filings described on Schedule
4 to the Perfection Certificate, no filing or other action
will be necessary to perfect or protect such Liens. 5.20.
Use of Proceeds. The Borrower will use the proceeds of the
Credit Extensions (a) in the case of the Term B Loans
borrowed on the Closing Date, to fund the Transactions,
with the balance, if any, to be used for general corporate
purposes, (b) in the case of the Revolving Credit Loans and
Swing Line Loans, to finance the working capital needs of
the Borrower and its Subsidiaries and for general corporate
purposes, (c) in the case of any Additional Term Loans, as
specified in the Additional Credit Extension Amendment
related thereto and (d) in the case of any Refinancing Term
Loan or Replacement Revolving Credit Commitments, to repay
the Term Loans relating to such Refinancing Term Loan or
the Revolving Credit Loans, as applicable, and pay fees and
expenses in connection therewith. Letters of Credit shall
be used for general corporate purposes 5.21. Senior Debt.
The Loan Obligations are Senior Debt, Senior Indebtedness,
Guarantor Senior Debt or Senior Secured Financing (or any
comparable term) under, and as defined in, any Junior
Financing Documentation for any Subordinated Indebtedness.
5.22. Anti-Money Laundering and Economic Sanctions Laws.
-82-

(a) To the extent applicable, each of Holdings and its
Subsidiaries is in compliance, in all material respects,
with (i) the Trading with the Enemy Act, as amended, and
each of the foreign assets control regulations of the
United States Treasury Department (31 CFR Subtitle B,
Chapter V, as amended) and any other enabling legislation
or executive order relating thereto and (ii) the USA
PATRIOT Act. (b) No part of the proceeds of the Loans will
be used, directly or indirectly, for any payments to any
governmental official or employee, political party,
official of a political party, candidate for political
office, or anyone else acting in an official capacity, in
order to obtain, retain or direct business or obtain any
improper advantage, in violation of the United States
Foreign Corrupt Practices Act of 1977, as amended, or any
other applicable anti-corruption laws. (c) No Loan Party or
any Subsidiary of Holdings, nor to the knowledge of any
Loan Party, any director, officer or employee of a Loan
Party or any Subsidiary of Holdings is subject to (or is
50% or more owned or controlled by a person that is subject
to) any U.S. sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department
(OFAC) or the United States Department of State
(collectively, Sanctions) or is located, organized or
resident in a country or territory that is, or whose
government is, the subject of Sanctions. The proceeds of
the Loans will not be made available to any Person for the
purpose of financing the activities of any Person subject
to Sanctions (at the time of such financing) or in any
other manner that would result in a violation of Sanctions
by any such Loan Party or such Subsidiary or by any Lender,
the Administrative Agent, the L/C Issuer or any Lead
Arranger. ARTICLE VI AFFIRMATIVE COVENANTS So long as any
Lender shall have any Commitment hereunder, any Loan or
other Loan Obligation hereunder shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain
outstanding, each of Holdings and the Borrower shall, and
shall (except in the case of the covenants set forth in
Sections 6.01, 6.02, 6.03 and 6.11) cause each Restricted
Subsidiary to: 6.01. Financial Statements. Deliver to the
Administrative Agent: (a) as soon as available, but in any
event within 90 days after the end of each fiscal year of
the Borrower (commencing with the fiscal year ending
December 31, 2017), 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, changes in shareholders 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
Grant Thornton LLP or another independent certified public
accountant of nationally recognized standing 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;
provided that notwithstanding the foregoing, (i) the
obligations in this Section 6.01(a) may be satisfied by
furnishing (A) the applicable financial statements of
Holdings (or any direct or indirect parent thereof) or (B)
Holdings (or any direct or indirect parent thereof) Form
10-K filed with the SEC that contains the applicable
financial statements of Holdings (or any such direct or
indirect parent thereof), and (ii) with respect to each of
clauses (i)(A) and (i)(B), if and so long as Holdings (or
any such direct or indirect parent thereof) will have
Independent Assets or Operations, such information is
accompanied by consolidating information that explains in
reasonable detail the differences between the information
relating to Holdings (or any such direct or indirect parent
thereof) and its Subsidiaries (other than Borrower and its
consolidated Subsidiaries), if any, on the one hand, and
the information relating to the Borrower and its
consolidated Subsidiaries on a standalone basis, on the
other hand and (2) to the extent the materials described in
clauses (i)(A) or (i)(B) are provided in lieu of the
information required to be provided by the Borrower and its
Subsidiaries under this Section 6.01(a), such materials are
accompanied by an opinion of Grant Thornton LLP or another
independent certified public accountant of nationally
recognized standing reasonably acceptable to the
Administrative Agent, which opinion shall be prepared in
accordance with generally -83-

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;
and (b) as soon as available, but in any event within 45
days after the end of each of the first three fiscal
quarters of each fiscal year of the Borrower (commencing
with the fiscal quarter ending June 30, 2017), a
consolidated balance sheet of the Borrower and its
Subsidiaries as at the end of such fiscal quarter, and the
related consolidated statements of income or operations for
such fiscal quarter and for the portion of the Borrowers
fiscal year then ended, and the related consolidated
statements of changes in shareholders equity and cash flows
for the portion of the Borrowers fiscal year then ended, in
each case setting forth in comparative form, as applicable,
the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the
previous fiscal year, all in reasonable detail, certified
by the chief executive officer, chief financial officer,
treasurer or controller of the Borrower as fairly
presenting the financial condition, results of operations,
shareholders equity and cash flows of the Borrower and its
Subsidiaries in accordance with GAAP, subject only to
normal year-end audit adjustments and the absence of
footnotes; provided that notwithstanding the foregoing, (i)
the obligations in this Section 6.01(b) may be satisfied by
furnishing (A) the applicable financial statements of
Holdings (or any direct or indirect parent thereof) or (B)
Holdings (or any direct or indirect parent thereof) Form
10-Q filed with the SEC that contains the applicable
financial statements of Holdings (or any such direct or
indirect parent thereof), and (ii) with respect to each of
the preceding clauses (i)(A) and (i)(B), if and so long as
Holdings (or any such direct or indirect parent thereof)
will have Independent Assets or Operations, such
information is accompanied by consolidating information
that explains in reasonable detail the differences between
the information relating to Holdings (or any such direct or
indirect parent thereof) and its Subsidiaries (other than
Borrower and its consolidated Subsidiaries), if any, on the
one hand, and the information relating to the Borrower and
its consolidated Subsidiaries on a standalone basis, on the
other hand. As to any information contained in materials
furnished to Section 6.02(d), the Borrower shall not be
separately required to furnish such information under
Section 6.01(a) or (b) above, but the foregoing shall not
be in derogation of the obligation of the Borrower to
furnish the information and materials described in Sections
6.01(a) and (b) above at the times specified therein. For
purposes of this Section 6.01, Holdings (or the applicable
direct or indirect parent thereof) shall be deemed to have
Independent Assets or Operations if (i) the consolidated
total assets of the Borrower and its consolidated
Subsidiaries on a standalone basis constitute less than
97.0% of the consolidated total assets of Holdings (or such
direct or indirect parent thereof) or (ii) consolidated
gross revenues of the Borrower and its consolidated
Subsidiaries on a standalone basis for the most recently
ended period of four consecutive fiscal quarters constitute
less than 97.0% of the consolidated gross revenues of
Holdings (or such direct or indirect parent thereof),
determined in accordance with GAAP but excluding (x) any
deferred tax liabilities and deferred tax assets and (y)
solely with respect to Holdings (or such direct or indirect
parent thereof), amounts related to such entitys investment
in the Borrower and the Borrowers Subsidiaries. 6.02.
Certificates; Other Information. Deliver to the
Administrative Agent, in form and detail reasonably
satisfactory to the Administrative Agent: (a) concurrently
with the delivery of the financial statements referred to
in Section 6.01(a) (commencing with the delivery of the
financial statements for the fiscal year ending December
31, 2017), a certificate of its independent certified
public accountants, to the extent permitted by professional
standards applicable to them, certifying such financial
statements and stating that in making the examination
necessary therefor no knowledge was obtained of any Default
under Section 7.10 or, if any such Default shall exist,
stating the nature and status of such event; (b)
concurrently with the delivery of the financial statements
referred to in Sections 6.01(a) and (b) (commencing with
the delivery of the financial statements for the fiscal
quarter ending June 30, 2017, (i) a duly completed
Compliance Certificate signed by the chief executive
officer, chief financial officer, treasurer or controller
of the Borrower (which delivery may be by electronic
communication including fax or email and shall be deemed to
be an original authentic counterpart thereof for all
purposes); -84-

(ii) a copy of managements discussion and analysis with
respect to such financial statements; and (iii) to the
extent applicable, related consolidating financial
statements reflecting the adjustments necessary to
eliminate the accounts of Unrestricted Subsidiaries (if
any) from such consolidated financial statements; (c)
promptly after any request by the Administrative Agent,
copies of any detailed audit reports, management letters or
recommendations submitted to the Board of Directors (or the
audit committee of the Board of Directors) of any Loan
Party by independent accountants in connection with the
accounts or books of any Loan Party or any Restricted
Subsidiary thereof, or any audit of any of them; (d)
promptly after the same are available, copies of all
annual, regular, periodic and special reports and
registration statements which any Loan Party may file with
the SEC under Section 13 or 15(d) of the Securities
Exchange Act of 1934, or with any national securities
exchange, and in any case not otherwise required to be
delivered to the Administrative Agent hereto; (e) promptly
after the furnishing thereof, copies of any notice of
default, acceleration or material breach with respect to
any Indebtedness of Holdings and its Restricted
Subsidiaries, to the extent such Indebtedness is in an
aggregate principal amount in excess of the Threshold
Amount; (f) promptly, and in any event within five Business
Days after receipt thereof by any Loan Party or any
Restricted Subsidiary thereof, copies of each notice or
other correspondence received from the SEC concerning any
investigation or possible investigation or other inquiry by
the SEC; (g) provide not less than 30 days prior written
notice (in the form of a certificate of a Responsible
Officer), or such lesser notice period agreed to by the
Administrative Agent, of its intention so to do, describing
such change and providing such other information in
connection therewith as the Administrative Agent may
reasonably request, before effecting any change (i) in any
Loan Partys legal name, (ii) in the location of any Loan
Partys chief executive office, (iii) in any Loan Partys
identity or organizational structure, (iv) in any Loan
Partys Federal Taxpayer Identification Number or
organizational identification number, if any, or (v) in any
Loan Partys jurisdiction of organization (in each case,
including by merging with or into any other entity,
reorganizing, dissolving, liquidating, reorganizing or
organizing in any other jurisdiction), it being understood
that the Borrower shall take, and the Borrower shall cause
each applicable Loan Party to take, all action reasonably
satisfactory to the Administrative Agent to maintain the
perfection and priority of the security interest of the
Administrative Agent for the benefit of the Secured Parties
in the Collateral, if applicable. The Borrower agrees to
promptly provide the Administrative Agent with certified
Organization Documents reflecting any of the changes
described in the preceding sentence. The Borrower also
agrees to promptly notify the Administrative Agent of any
change in the location of any office in which it maintains
books or records relating to Collateral owned by it; (h)
promptly, such additional information regarding the
business, financial, legal or corporate affairs of any Loan
Party or any Restricted Subsidiary thereof, or compliance
with the terms of the Loan Documents, as the Administrative
Agent may from time to time reasonably request; (i)
promptly after learning of the assertion or occurrence
thereof, notice of any action or proceeding against or of
any noncompliance by any Loan Party or any of its
Restricted Subsidiaries with any applicable Environmental
Law or Environmental Permit that would (i) reasonably be
expected to have a Material Adverse Effect or (ii)
reasonably be expected to cause any material property
described in any Mortgage to be subject to any material
restrictions on ownership, occupancy, use or
transferability under any applicable Environmental Law; (j)
promptly after the furnishing thereof, copies of any
material statements or material reports furnished to any
holder of Indebtedness (other than in connection with any
board observer rights) of any Loan Party or of any of its
Restricted Subsidiaries to the terms of any Junior
Financing Documentation and, in each case, any Permitted
Refinancing Indebtedness thereof, in each case in a
principal amount in excess of the Threshold Amount and not
otherwise required to be furnished to the Lenders to any
other clause of this Section 6.02; -85-

(k) concurrently with the delivery of financial statements
to Section 6.01(a), deliver to the Administrative Agent a
Perfection Certificate Supplement; and (l) within 7
Business Days (or such longer period as the Administrative
Agent may agree) after the delivery of financial statements
to Section 6.02(a) or (b), the Borrower will conduct a
meeting by teleconference with the Administrative Agent and
the Public Lenders to discuss such fiscal quarters results
and the financial condition of the Borrower and its
Restricted Subsidiaries. Such teleconference shall be held
at a time during normal business hours announced to the
Lenders at least two Business Days in advance. Documents
required to be delivered to Section 6.01(a) or (b) or
Section 6.02(d) (to the extent any such documents are
included in materials otherwise filed with the SEC) 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 Borrowers website on the Internet at the website
address listed on Schedule 11.02; or (ii) on which such
documents are posted on the Borrowers behalf on an Internet
or intranet 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: (x) upon request, the
Borrower shall deliver paper or electronic (which may be by
facsimile or electronic mail) 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 (y) the
Borrower shall notify the Administrative Agent and each
Lender (by telecopier or electronic mail) 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. The Administrative Agent shall have no
obligation to request the delivery of or to maintain paper
copies of the documents referred to above, and in any event
shall have no responsibility to monitor compliance by the
Borrower with any such request by a Lender for delivery,
and each Lender shall be solely responsible for maintaining
its copies of such documents. The Borrower hereby
acknowledges that (a) the Administrative Agent and/or the
Lead Arrangers will make available to the Lenders and the
L/C Issuer materials and/or information provided by or on
behalf of the Borrower hereunder (collectively, Borrower
Materials) by posting the Borrower Materials on IntraLinks
or another similar electronic system (the Platform) and (b)
certain of the Lenders (each, a Public Lender) may have
personnel who do not wish to receive material non-public
information with respect to the Borrower or its Affiliates,
or the respective securities of any of the foregoing, and
who may be engaged in investment and other market-related
activities with respect to such Persons securities. The
Borrower hereby agrees that it will use commercially
reasonable efforts to identify that portion of the Borrower
Materials that may be distributed to the Public Lenders and
that (w) all such Borrower Materials shall be clearly and
conspicuously marked PUBLIC which, at a minimum, shall mean
that the word PUBLIC shall appear prominently on the first
page thereof; (x) by marking Borrower Materials PUBLIC, the
Borrower shall be deemed to have authorized the
Administrative Agent, the Lead Arrangers, the L/C Issuer
and the Lenders to treat such Borrower Materials as not
containing any material non- public information (although
it may be sensitive and proprietary) with respect to the
Borrower or its securities for purposes of United States
Federal and state securities laws (provided, however, that
to the extent such Borrower Materials constitute
Information, they shall be treated as set forth in Section
11.08); (y) all Borrower Materials marked PUBLIC are
permitted to be made available through a portion of the
Platform designated Public Side Information; and (z) the
Administrative Agent and the Lead Arrangers shall be
entitled to treat any Borrower Materials that are not
marked PUBLIC as being suitable only for posting on a
portion of the Platform not designated Public Side
Information. 6.03. Notices. Promptly notify the
Administrative Agent and each Lender: (a) of the occurrence
of any Default; (b) of any matter that has resulted or
would reasonably be expected to result in a Material
Adverse Effect; and (c) of the occurrence of any ERISA
Event. -86-

Each notice to this Section 6.03 shall be accompanied by a
statement of a Responsible Officer of the Borrower setting
forth details of the occurrence referred to therein and
stating what action the Borrower has taken and proposes to
take with respect thereto. Each notice to Section 6.03(a)
shall describe with particularity any and all provisions of
this Agreement and any other Loan Document that have been
breached. 6.04. Payment of Taxes. Pay and discharge as the
same shall become due and payable all material Taxes upon
it or its property, income or assets, unless the same are
being contested in good faith by appropriate proceedings
diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Borrower or such
Subsidiary. 6.05. Preservation of Existence, Etc. (a)
Preserve, renew and maintain in full force and effect its
legal existence and good standing under the Laws of the
jurisdiction of its organization except in a transaction
permitted by Section 7.04 or 7.05; (b) take all reasonable
action to maintain all rights, privileges, permits,
licenses and franchises necessary in the normal conduct of
its business, except to the extent that failure to do so
would not reasonably be expected to have a Material Adverse
Effect; and (c) preserve or renew all of its IP Rights, the
non- preservation of which would reasonably be expected to
have a Material Adverse Effect. 6.06. Maintenance of
Properties. (a) Maintain, preserve and protect all of its
material properties and equipment necessary in the
operation of its business in good working order and
condition, ordinary wear and tear excepted, except where
the failure to do so would not reasonably be expected to
have a Material Adverse Effect; and (b) make all necessary
repairs thereto and renewals and replacements thereof
except where the failure to do so would not reasonably be
expected to have a Material Adverse Effect. 6.07.
Maintenance of Insurance. Maintain with financially sound
and reputable insurance companies not Affiliates of the
Borrower, 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 as are
customarily carried under similar circumstances by such
other Persons and all such insurance shall (i) provide for
not less than 30 days prior notice to the Administrative
Agent of termination, lapse or cancellation of such
insurance and (ii) be endorsed or otherwise amended to name
the Administrative Agent as mortgagee (in the case of
property insurance) or additional insured on behalf of the
Secured Parties (in the case of liability insurance) or
loss payee (in the case of property insurance), as
applicable. 6.08. Compliance with Laws. Comply with the
requirements of all Laws (including Flood Insurance Laws)
and all orders, writs, injunctions and decrees applicable
to it or to its business or property, except in such
instances in which (a) such requirement of Law or order,
writ, injunction or decree is being contested in good faith
by appropriate proceedings diligently conducted; or (b) the
failure to comply therewith would not reasonably be
expected to have a Material Adverse Effect. 6.09. Books and
Records. Maintain proper books of record and account, in
which full, true and correct entries in conformity with
GAAP consistently applied shall be made of all financial
transactions and material matters involving the assets and
business of the Borrower or such Restricted Subsidiary, as
the case may be. 6.10. Inspection Rights. Permit
representatives of the Administrative Agent and each Lender
to visit and inspect any of its properties, to examine its
corporate, financial and operating records, and make copies
thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and
independent public accountants, all at the expense of the
Borrower (subject to clause (i) of the following proviso)
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 (i)
if no Event of Default has occurred and is continuing, the
Borrower shall be obligated to reimburse the Administrative
Agent for only one such visit and inspection in each fiscal
year by the Administrative Agent (any additional visits and
inspections shall be at the expense of the applicable
Lender), (ii) all visits or inspections by a Lender shall
be coordinated by the Administrative Agent and (iii) when
an Event of Default exists the Administrative Agent or any
Lender (or any of their respective representatives) may do
any of the foregoing at the expense of the Borrower. 6.11.
ERISA Compliance. Furnish to the Administrative Agent as
soon as practicable after request by the Administrative
Agent, (x) copies of (i) each Schedule B (Actuarial
Information) to the annual report (Form 5500 -87-

Series) filed by the Borrower, its Restricted Subsidiaries
or any ERISA Affiliate with the Internal Revenue Service
with respect to each Plan; (ii) the most recent actuarial
valuation report for each Plan; (iii) such other documents
or governmental reports or filings relating to any Plan as
the Administrative Agent shall reasonably request and (y)
with respect to any Multiemployer Plan, (i) any documents
described in Section 101(k) of ERISA that the Borrower, any
of its Restricted Subsidiaries or any ERISA Affiliate may
request and (ii) any notices described in Section 101(1) of
ERISA that the Borrower, its Restricted Subsidiaries or any
ERISA Affiliate may request; provided that if the Borrower,
its Restricted Subsidiaries or any ERISA Affiliate has not
requested such documents or notices from the administrator
or sponsor of the applicable Multiemployer Plan, the
Borrower, Restricted Subsidiary or ERISA Affiliate shall
promptly make a request for such documents or notices from
such administrator or sponsor and shall provide copies of
such documents and notices promptly after receipt thereof.
6.12. Covenant to Guarantee Obligations and Give Security.
(a) Upon the formation or acquisition of any Restricted
Subsidiary (which is not an Excluded Subsidiary) or at any
time that a Subsidiary ceases to be an Excluded Subsidiary
or the acquisition by any Loan Party of any property not
otherwise subject to the Lien of the Collateral Documents
(provided that notwithstanding the foregoing, any
Subsidiary of the Borrower that Guarantees any Junior
Financing or any Permitted Refinancing Indebtedness of any
of the foregoing shall be required to be a Guarantor
hereunder for so long as it Guarantees such Indebtedness),
then the Borrower shall, at the Borrowers expense: (i)
within 30 days (or such longer notice period agreed to by
the Administrative Agent, in its sole discretion, in
writing) after such formation or acquisition, (i) cause
such Restricted Subsidiary to duly execute and deliver to
the Administrative Agent a Guaranty Supplement,
guaranteeing the other Loan Parties obligations under the
Loan Documents, a Security Agreement Supplement, an
Intellectual Property Security Agreement and other security
and pledge agreements required under the Loan Documents
securing the Loan Obligations of such Restricted
Subsidiary, and (ii) cause each parent of such Restricted
Subsidiary which is a Loan Party to take all action
necessary to cause the Equity Interests in such Restricted
Subsidiary to be pledged to the Administrative Agent to
such Loan Partys Security Agreement, (ii) within 60 days
(or such longer notice period agreed to by the
Administrative Agent, in its sole discretion, in writing)
after the formation or acquisition of such Restricted
Subsidiary or after acquisition by any Loan Party of any
Material Real Property, cause the Loan Party which owns
such Material Real Property to duly execute and deliver to
the Administrative Agent a deed of trust or mortgage
thereon, in form and substance reasonably satisfactory to
the Administrative Agent, securing payment of all the Loan
Obligations of such Loan Party (each, a Mortgage), (iii)
within 30 days with respect to Liens created to clause (i)
of this Section 6.12 and 60 days after such formation or
acquisition with respect to Liens created to clause (ii) of
this Section 6.12 (or, in either case, such longer notice
period agreed to by the Administrative Agent, in its sole
discretion, in writing), cause such Restricted Subsidiary
and each direct and indirect parent of such Restricted
Subsidiary (if it has not already done so) to take whatever
action (including the recording of Mortgages and the filing
of Uniform Commercial Code financing statements) as may be
necessary to perfect the Liens created to clauses (i) and
(ii) of this Section 6.12 and to vest in the Administrative
Agent (or in any representative of the Administrative Agent
designated by it) valid and perfected Liens on such
property, enforceable against all third parties, subject to
the Liens permitted by Section 7.01, (iv) within 60 days
(or such longer notice period agreed to by the
Administrative Agent, in its sole discretion, in writing)
after such formation or acquisition, deliver to the
Administrative Agent, upon the request of the
Administrative Agent in its sole discretion, a signed copy
of a favorable opinion, addressed to the Administrative
Agent and the other Secured Parties, of counsel for the
Loan Parties reasonably acceptable to the Administrative
Agent as to the matters contained in clauses (i), (ii) and
(iii) above, (v) prior to execution and delivery of any
Mortgage in accordance with the preceding clause (ii)
deliver to the Administrative Agent with respect to the
applicable Material Real Property, (A) a life of -88-

loan standard Federal Emergency Management Agency (or any
successor agency) Standard Flood loan flood hazard
determination and related diligence documents as the
Administrative Agent may reasonably request and (B) if the
area in which any improvements located on any Material Real
Property is designated a flood hazard area in any Flood
Insurance Rate Map published by the Federal Emergency
Management Agency (or any successor agency), (x) notices in
the form required under the Flood Insurance Laws about
special flood hazard area statue and flood disaster
assistance duly executed by the Loan Party that owns such
Material Real Property and (y) flood insurance in such
total amount and otherwise on terms as the Administrative
Agent may from time to time reasonably require (but in any
event in compliance with the Flood Insurance Laws) and (z)
otherwise comply with the Flood Insurance Laws, and (vi)
upon the request of the Administrative Agent in its
reasonable discretion, deliver to the Administrative Agent
with respect to each Material Real Property, title reports,
surveys, engineering, soils and other reports, and
environmental assessment reports, each in scope, form and
substance reasonably satisfactory to the Administrative
Agent, provided, however, that to the extent that any Loan
Party shall have otherwise received any of the foregoing
items with respect to such Material Real Property, such
items shall, promptly after the receipt thereof, be
delivered to the Administrative Agent. (b) Upon request by
the Administrative Agent, if an Event of Default occurs and
is continuing, the Borrower and the Subsidiary Guarantors
will exercise any rights and remedies then available to
them under any and all Secured Intercompany Loans. (c) On
each date on which the Borrower delivers a Compliance
Certificate under Section 6.02(b) with respect to the
fiscal periods ending June 30 and December 31 (Note
Delivery Dates), the Borrower will furnish to the
Administrative Agent each Secured Intercompany Note
received by it from a Qualified Subsidiary since the
Closing Date or the latest Note Delivery Date, as the case
may be, together with an executed dated allonge with
respect to each such Secured Intercompany Note; provided
that if any Event of Default occurs and is continuing, upon
notice from the Administrative Agent, the Borrower shall
promptly deliver any and all Secured Intercompany Notes not
yet furnished to the Administrative Agent. Upon the
maturity of any Secured Intercompany Note, or upon any sale
to any Person other than a Loan Party or refinancing which
results in any Person other than a Loan Party becoming the
payee of any Secured Intercompany Note to an Intercompany
Loan Refinancing permitted by this Agreement, or upon any
other disposition (including by distribution or assignment)
permitted by this Agreement to any Person other than a Loan
Party or refinancing which results in any Person other than
a Loan Party becoming the payee of any Secured Intercompany
Note permitted by this Agreement, the Administrative Agent
will promptly upon written request of the Borrower together
with such certificates as the Administrative Agent may
reasonably request (i) deliver such Secured Intercompany
Note to the Borrower or to any other Person to which the
Borrower directs such delivery and (ii) acknowledge the
release of the Administrative Agents Lien on such Secured
Intercompany Note and any assets or Equity Interests
securing such note. Notwithstanding anything to the
contrary contained herein, the Borrower shall not be
required to furnish any Secured Intercompany Note received
by it from a Qualified Subsidiary to the Administrative
Agent except in accordance with this Section 6.12(c). 6.13.
Compliance with Environmental Laws. Comply and take
commercially reasonable steps to cause 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 all Environmental Permits necessary for its
operations and properties; and conduct any investigation,
study, sampling and testing, and undertake any cleanup,
response or other corrective action necessary to address
all Hazardous Materials at, on, under or emanating from any
properties owned, leased or operated by it as required by
any applicable Environmental Laws; provided, however, that
neither the Borrower nor any of its Restricted Subsidiaries
shall be required to undertake any of the obligations above
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 in accordance with GAAP, or where the
failure to undertake such obligation would not reasonably
be expect to result in a Material Adverse Effect. 6.14.
Further Assurances. Promptly upon request by the
Administrative Agent, or any Lender through the
Administrative Agent, (a) correct any material defect or
error that may be discovered in any Loan Document or in the
execution, acknowledgment, filing or recordation thereof,
and (b) do, execute, acknowledge, deliver, record,
re-record, file, re-file, register and re-register any and
all such further acts, deeds, certificates, assurances and
other instruments as the Administrative Agent, or any
Lender through the Administrative Agent, may reasonably
require -89-