Exhibit 10.1

          


  

  

  

  
    DEAL CUSIP: 60855QAK8

    REVOLVER CUSIP: 60822QAL6

  

  
    

    

     

    CREDIT AGREEMENT

     

    dated as of

     

    June 8, 2020

     

    among

     

    MOLINA HEALTHCARE, INC.,

     

    as the Borrower,

     

    THE LENDERS FROM TIME TO TIME PARTY HERETO,

     

    TRUIST BANK,

     

    as Administrative Agent, Swingline Lender and Issuing Bank

    

    

    

    

    

    

    

    

    

    

    

    

    SUNTRUST ROBINSON HUMPHREY, INC.

    BARCLAYS BANK PLC

    BOFA SECURITIES, INC.

    DEUTSCHE BANK SECURITIES INC.

    MUFG UNION BANK, N.A..

    and

    WELLS FARGO SECURITIES, LLC,

    as Joint Lead Arrangers and Bookrunners

     

    
      
        


    

    
    
      
        TABLE OF CONTENTS

      

       

      

      	 	 	Page

              
	 	 	 
	
              ARTICLE I DEFINITIONS; CONSTRUCTION

            	1

            
	
              Section 1.1.

            	
              Definitions

            	
              1

            
	
              Section 1.2.

            	
              Classifications of Loans and Borrowings

            	
              37

            
	
              Section 1.3.

            	
              Accounting Terms and Determination

            	
              37

            
	
              Section 1.4.

            	
              Terms Generally

            	
              38

            
	
              Section 1.5.

            	
              Letter of Credit Amounts

            	
              38

            
	
              Section 1.6.

            	
              Times of Day

            	
              38

            
	
              Section 1.7.

            	
              LIBOR

            	
              38

            
	
              Section 1.8.

            	
              Limited Condition Acquisitions

            	
              38

            
	 	 	 
	
              ARTICLE II AMOUNT AND TERMS OF THE COMMITMENTS

            	40

            
	
              Section 2.1.

            	
              General Description of Facilities

            	
              40

            
	
              Section 2.2.

            	
              Revolving Loans

            	
              40

            
	
              Section 2.3.

            	
              Procedure for Revolving Borrowings

            	
              40

            
	
              Section 2.4.

            	
              Swingline Commitment

            	
              40

            
	
              Section 2.5.

            	
              Reserved

            	
              42

            
	
              Section 2.6.

            	
              Funding of Borrowings

            	
              42

            
	
              Section 2.7.

            	
              Interest Elections

            	
              43

            
	
              Section 2.8.

            	
              Optional Reduction and Termination of Commitments

            	
              44

            
	
              Section 2.9.

            	
              Repayment of Loans

            	
              44

            
	
              Section 2.10.

            	
              Evidence of Indebtedness

            	
              44

            
	
              Section 2.11.

            	
              Optional Prepayments

            	
              45

            
	
              Section 2.12.

            	
              Mandatory Prepayments

            	
              45

            
	
              Section 2.13.

            	
              Interest on Loans

            	
              45

            
	
              Section 2.14.

            	
              Fees

            	
              46

            
	
              Section 2.15.

            	
              Computation of Interest and Fees

            	
              47

            
	
              Section 2.16.

            	
              Inability to Determine Interest Rates

            	
              47

            
	
              Section 2.17.

            	
              Illegality

            	
              49

            
	
              Section 2.18.

            	
              Increased Costs

            	
              49

            
	
              Section 2.19.

            	
              Funding Indemnity

            	
              50

            
	
              Section 2.20.

            	
              Taxes

            	
              51

            
	
              Section 2.21.

            	
              Payments Generally; Pro Rata Treatment; Sharing of Set-offs

            	
              55

            
	
              Section 2.22.

            	
              Letters of Credit

            	
              57

            
	
              Section 2.23.

            	
              Increase of Commitments; Additional Lenders

            	
              61

            
	
              Section 2.24.

            	
              Mitigation of Obligations

            	
              63

            
	
              Section 2.25.

            	
              Replacement of Lenders

            	
              63

            
	
              Section 2.26.

            	
              Reallocation and Cash Collateralization of Defaulting Lender Commitment

            	
              64

            
	
              Section 2.27.

            	
              Extension

            	
              65

            
	 	 	 
	
              ARTICLE III CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT

            	66

            
	
              Section 3.1.

            	
              Conditions to Effectiveness

            	
              66

            
	
              Section 3.1.

            	
              Conditions to Effectiveness

            	
              66

            
	
              Section 3.2.

            	
              Each Credit Event

            	
              68

            
	
              Section 3.3.

            	
              Delivery of Documents

            	
              68

            
	
              Section 3.4.

            	
              Termination of Existing Credit Facility

            	
              68

            


      

      

      
        i

        
          


      

      

      

      	
              ARTICLE IV REPRESENTATIONS AND WARRANTIES

            	69

            
	
              Section 4.1.

            	
              Existence; Power

            	
              69

            
	
              Section 4.2.

            	
              Organizational Power; Authorization

            	
              69

            
	
              Section 4.3.

            	
              Governmental Approvals; No Conflicts

            	
              69

            
	
              Section 4.4.

            	
              Financial Statements

            	
              70

            
	
              Section 4.5.

            	
              Litigation and Environmental Matters

            	
              70

            
	
              Section 4.6.

            	
              Compliance with Laws and Agreements

            	
              71

            
	
              Section 4.7.

            	
              No Default

            	
              71

            
	
              Section 4.8.

            	
              Investment Company Act, Etc

            	
              71

            
	
              Section 4.9.

            	
              Taxes

            	
              71

            
	
              Section 4.10.

            	
              Margin Regulations

            	
              71

            
	
              Section 4.11.

            	
              ERISA

            	
              72

            
	
              Section 4.12.

            	
              Ownership of Property

            	
              72

            
	
              Section 4.13.

            	
              Disclosure

            	
              72

            
	
              Section 4.14.

            	
              Labor Relations

            	
              73

            
	
              Section 4.15.

            	
              Subsidiaries

            	
              73

            
	
              Section 4.16.

            	
              Solvency

            	
              73

            
	
              Section 4.17.

            	
              Licensing and Accreditation

            	
              73

            
	
              Section 4.18.

            	
              Anti-Corruption Laws and Sanctions

            	
              74

            
	
              Section 4.18.

            	
              Anti-Corruption Laws and Sanctions

            	
              74

            
	
              Section 4.19.

            	
              Subordination of Subordinated Debt

            	
              74

            
	
              Section 4.20.

            	
              Medicare and Medicaid Notices and Filings Related to Business

            	
              74

            
	
              Section 4.21.

            	
              No Affected Financial Institutions

            	
              75

            
	 	 	 
	
              ARTICLE V AFFIRMATIVE COVENANTS

            	75

            
	
              Section 5.1.

            	
              Financial Statements and Other Information

            	
              75

            
	
              Section 5.2.

            	
              Notices of Material Events

            	
              77

            
	
              Section 5.3.

            	
              Existence; Conduct of Business

            	
              78

            
	
              Section 5.4.

            	
              Compliance with Laws, Etc

            	
              78

            
	
              Section 5.5.

            	
              Payment of Obligations

            	
              78

            
	
              Section 5.6.

            	
              Books and Records

            	
              79

            
	
              Section 5.7.

            	
              Visitation, Inspection, Etc

            	
              79

            
	
              Section 5.8.

            	
              Maintenance of Properties; Insurance

            	
              79

            
	
              Section 5.9.

            	
              Use of Proceeds; Margin Regulations

            	
              79

            
	
              Section 5.10.

            	
              Guarantees by Material Domestic Subsidiaries

            	
              79

            
	
              Section 5.11.

            	
              Material Licenses

            	
              80

            
	
              Section 5.12.

            	
              Unrestricted Subsidiaries

            	
              80

            
	 	 	 
	
              ARTICLE VI FINANCIAL COVENANTS

            	81

            
	
              Section 6.1.

            	
              Consolidated Net Leverage Ratio

            	
              81

            
	
              Section 6.2.

            	
              Consolidated Interest Coverage Ratio

            	
              81

            
	 	 	 
	
              ARTICLE VII NEGATIVE COVENANTS

            	81

            
	
              Section 7.1.

            	
              Indebtedness and Preferred Equity

            	
              81

            
	
              Section 7.2.

            	
              Negative Pledge

            	
              83

            
	
              Section 7.3.

            	
              Fundamental Changes

            	
              84

            
	
              Section 7.4.

            	
              Investments, Loans, Etc

            	
              84

            
	
              Section 7.5.

            	
              Restricted Payments

            	
              85

            
	
              Section 7.6.

            	
              Sale of Assets

            	
              87

            
	
              Section 7.7.

            	
              Transactions with Affiliates

            	
              87

            


      

      

      
        ii

        
          


      

      

      

      	
              Section 7.8.

            	
              Restrictive Agreements

            	
              87

            
	
              Section 7.9.

            	
              Reserved

            	
              87

            
	
              Section 7.10.

            	
              Hedging Transactions

            	
              87

            
	
              Section 7.11.

            	
              Reserved

            	
              88

            
	
              Section 7.12.

            	
              Amendment to Organization Documents

            	
              88

            
	
              Section 7.13.

            	
              Amendments and Prepayment of Other Indebtedness

            	
              88

            
	
              Section 7.14.

            	
              Accounting Changes

            	
              88

            
	
              Section 7.15.

            	
              Government Regulation

            	
              88

            
	
              Section 7.16.

            	
              Ownership of Subsidiaries

            	
              89

            
	
              Section 7.16.

            	
              Ownership of Subsidiaries

            	
              89

            
	
              Section 7.17.

            	
              Use of Proceeds

            	
              89

            
	
              Section 7.17.

            	
              Use of Proceeds

            	
              89

            
	 	 	 
	
              ARTICLE VIII EVENTS OF DEFAULT

            	89

            
	
              Section 8.1.

            	
              Events of Default

            	
              89

            
	
              Section 8.2.

            	
              Application of Funds

            	
              92

            
	 	 	 
	
              ARTICLE IX THE ADMINISTRATIVE AGENT

            	93

            
	
              Section 9.1.

            	
              Appointment of Administrative Agent

            	
              93

            
	
              Section 9.2.

            	
              Nature of Duties of Administrative Agent

            	
              94

            
	
              Section 9.3.

            	
              Lack of Reliance on the Administrative Agent

            	
              95

            
	
              Section 9.4.

            	
              Certain Rights of the Administrative Agent

            	
              95

            
	
              Section 9.5.

            	
              Reliance by Administrative Agent

            	
              95

            
	
              Section 9.6.

            	
              The Administrative Agent in its Individual Capacity

            	
              95

            
	
              Section 9.7.

            	
              Successor Administrative Agent

            	
              96

            
	
              Section 9.8.

            	
              Withholding Tax

            	
              97

            
	
              Section 9.9.

            	
              Administrative Agent May File Proofs of Claim

            	
              97

            
	
              Section 9.10.

            	
              Authorization to Execute Other Loan Documents

            	
              98

            
	
              Section 9.11.

            	
              Guaranty Matters

            	
              98

            
	
              Section 9.12.

            	
              Documentation Agent; Syndication Agent

            	
              98

            
	
              Section 9.13.

            	
              Right to Enforce Guarantee

            	
              98

            
	
              Section 9.14.

            	
              Hedging Obligations and Bank Product Obligations

            	
              98

            
	 	 	 
	
              ARTICLE X THE GUARANTY

            	98

            
	
              Section 10.1.

            	
              The Guaranty

            	
              98

            
	
              Section 10.2.

            	
              Obligations Unconditional

            	
              99

            
	
              Section 10.3.

            	
              Reinstatement

            	
              100

            
	
              Section 10.4.

            	
              Certain Additional Waivers

            	
              100

            
	
              Section 10.5.

            	
              Remedies

            	
              100

            
	
              Section 10.6.

            	
              Rights of Contribution

            	
              100

            
	
              Section 10.7.

            	
              Guarantee of Payment; Continuing Guarantee

            	
              100

            
	
              Section 10.8.

            	
              Keepwell

            	
              100

            
	 	 	 
	
              ARTICLE XI MISCELLANEOUS

            	101

            
	
              Section 11.1.

            	
              Notices

            	
              101

            
	
              Section 11.2.

            	
              Waiver; Amendments

            	
              103

            
	
              Section 11.3.

            	
              Expenses; Indemnification

            	
              105

            
	
              Section 11.4.

            	
              Successors and Assigns

            	
              107

            
	
              Section 11.5.

            	
              Governing Law; Jurisdiction; Consent to Service of Process

            	
              111

            
	
              Section 11.6.

            	
              WAIVER OF JURY TRIAL

            	
              112

            


      

      

      
        iii

        
          


      

      

      

      	
              Section 11.7.

            	
              Right of Setoff

            	
              112

            
	
              Section 11.8.

            	
              Counterparts; Integration

            	
              112

            
	
              Section 11.9.

            	
              Survival

            	
              112

            
	
              Section 11.10.

            	
              Severability

            	
              113

            
	
              Section 11.11.

            	
              Confidentiality

            	
              113

            
	
              Section 11.12.

            	
              Interest Rate Limitation

            	
              114

            
	
              Section 11.13.

            	
              Waiver of Effect of Corporate Seal

            	
              114

            
	
              Section 11.14.

            	
              Patriot Act

            	
              114

            
	
              Section 11.15.

            	
              No Advisory or Fiduciary Responsibility

            	
              114

            
	
              Section 11.16.

            	
              Electronic Execution of Assignments and Certain Other Documents

            	
              115

            
	
              Section 11.17.

            	
              Acknowledgement and Consent to Bail-In of Affected Financial Institutions

            	
              115

            
	
              Section 11.18.

            	
              Certain ERISA Matters

            	
              115

            
	
              Section 11.19.

            	
              Acknowledgement Regarding any Supported QFCs

            	
              116

            


    

  

  

  

  
    iv

    
      


  

  

  

  
    	
            Schedules

          	 	 
	 	 	 
	
            Schedule I

          	
            -

          	
            Commitment Amounts

          
	
            Schedule 2.22

          	
            -

          	
            Existing Letters of Credit

          
	
            Schedule 4.15

          	
            -

          	
            Loan Parties and Subsidiaries

          
	
            Schedule 7.1

          	
            -

          	
            Outstanding Indebtedness

          
	
            Schedule 7.2

          	
            -

          	
            Existing Liens

          
	
            Schedule 7.4

          	
            -

          	
            Existing Investments

          
	 	 	 
	
            Exhibits

          	 	 
	 	 	 
	
            Exhibit 2.3

          	
            -

          	
            Form of Notice of Revolving Borrowing

          
	
            Exhibit 2.4

          	
            -

          	
            Form of Notice of Swingline Borrowing

          
	
            Exhibit 2.7

          	
            -

          	
            Form of Notice of Conversion/Continuation

          
	
            Exhibit 2.10

          	
            -

          	
            Form of Note

          
	
            Exhibits 2.20 (1-4)

          	-

          	
            Forms of U.S. Tax Compliance Certificates

          
	
            Exhibit 5.1

          	
            -

          	
            Form of Compliance Certificate

          
	
            Exhibit 5.10

          	
            -

          	
            Form of Guarantor Joinder Agreement

          
	
            Exhibit 11.4

          	
            -

          	
            Form of Assignment and Acceptance

          


  

  

  

  
    v

    
      


  

  
    CREDIT AGREEMENT

     

    THIS CREDIT AGREEMENT (this “Agreement”)


      is made and entered into as of June 8, 2020, by and among MOLINA HEALTHCARE, INC., a Delaware corporation (the “Borrower”), the Lenders (defined herein), and
      TRUIST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).

     

    W I T N E S S E T H:

     

    WHEREAS, the Borrower, the lenders party thereto and Truist Bank, as administrative agent, are parties to that
      certain Credit Agreement dated as of June 12, 2015 (as amended from time to time, the “Existing Credit Agreement”);

     

    WHEREAS, the Borrower has requested that the Existing Credit Agreement be amended and restated in its entirety; and

     

    WHEREAS, subject to the terms and conditions of this Agreement, the Lenders, the Issuing Bank and the Swingline
      Lender, to the extent of their respective Commitments as defined herein, are willing severally to establish the requested revolving credit facility, letter of credit subfacility and the swingline subfacility in favor of the Borrower;

     

    NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Borrower, the
      Lenders, the Administrative Agent, the Issuing Bank and the Swingline Lender agree as follows:

     

    ARTICLE I

      

      

      DEFINITIONS; CONSTRUCTION

     

    Section 1.1.     Definitions.  In addition to the other terms defined herein, the following terms used herein shall have the meanings herein specified (to be equally applicable
        to both the singular and plural forms of the terms defined):

     

    “364 Day Bridge Senior Unsecured
          Indebtedness” shall mean any unsecured bridge facilities incurred by the Borrower with a maturity date no greater than 364 days after the date of issuance thereof for purposes of (x) consummating any Permitted Acquisition or Investment
      permitted hereunder or (y) repayment of any existing Indebtedness, so long as, (a) at the time any such unsecured bridge facility is incurred, the aggregate amount of all unsecured bridge facilities does not exceed 25% of Consolidated Adjusted EBITDA
      for the for the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or
      (b) and (b) at all times when any unsecured bridge facility is outstanding, the Borrower shall have Qualified Cash and availability under the Aggregate
      Revolving Commitments of at least 120% of all outstanding 364 Day Bridge Senior Unsecured Indebtedness.

     

    “2022 Senior Notes” shall
      mean those certain 5.375% Senior Notes due 2022 issued pursuant to that certain Indenture dated as of November 10, 2015 by and between the Borrower and U.S. Bank National Association as Trustee.

     

    
      
        


    

    
    
      “2025 Senior Notes”
        shall mean those certain 4.875% Senior Notes due 2025 issued pursuant to that certain Indenture dated as of June 6, 2017 by and between the Borrower and U.S. Bank National Association as Trustee.

       

      “2028 Senior Notes”
        shall mean those certain 4.375% Senior Notes due 2028 issued pursuant to that certain Indenture dated as of June 2, 2020 by and between the Borrower and U.S. Bank National Association as Trustee.

       

      “ACA” shall mean both
        the Patient Protection and Affordable Care Act of 2010 and the Health Care and Education Affordability Reconciliation Act of 2010.

       

      “Acquisition” shall mean
        (a) any Investment by the Borrower or any of its Restricted Subsidiaries in any other Person pursuant to which such Person shall become a Subsidiary or shall be merged with the Borrower or any of its Subsidiaries or (b) any acquisition by the
        Borrower or any of its Subsidiaries of the assets of any Person (other than a Restricted Subsidiary) that constitute all or a substantial portion of the assets of such Person or a division or business unit of such Person.

       

      “Additional Lender”
        shall have the meaning set forth in Section 2.23.

       

      “Additional Letters of Credit”
        shall have the meaning set forth in Section 7.1(g).

       

      “Adjusted LIBOR” shall
        mean, with respect to each Interest Period for a Eurodollar Loan, (i) the rate per annum equal to the London interbank offered rate for
        deposits in U.S. 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 approximately11:00 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, divided by (ii) a percentage equal to
        100% 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 (or any
        successor category of liabilities under Regulation D); 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  U.S. Dollars in an amount equal to the amount of such
        Eurodollar 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.  Notwithstanding anything to the
        contrary in the foregoing, Adjusted LIBOR shall in no event be less than 0.50% per annum.

       

      “Administrative Agent”
        shall mean Truist Bank in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

       

      “Administrative Questionnaire”
        shall mean, with respect to each Lender, an administrative questionnaire in the form provided by the Administrative Agent and submitted to the Administrative Agent duly completed by such Lender.

       

      
        2

        
          


      

      
        “Affiliate” shall
          mean, as to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.  For the purposes of this definition, “Control” shall mean the power, directly or indirectly, either to
          (i) vote 5% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of a Person


          or (ii) direct or cause the direction of the
            management and policies of a Person, whether through the ability to exercise voting power, by control or otherwise.  The terms “Controlling”, “Controlled by”, and “under common Control with” have the meanings correlative thereto.

         

        “Aggregate Revolving Commitments”
          shall mean the Revolving Commitments of all the Lenders at any time outstanding.  On the Closing Date, the aggregate amount of the Aggregate Revolving Commitments is $1,000,000,000.

         

        “Agreement” shall mean
          this Credit Agreement.

         

        “Anti-Corruption Laws”
          shall mean all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.

         

        “Anti-Kickback Statute”
          shall mean the Anti-kickback Statute as set forth in Section 1320a-7b of Title 42 of the United States Code, as amended, and any statute succeeding thereto.

         

        “Applicable Lending Office”
          shall mean, for each Lender and for each Type of Loan, the “Lending Office” of such Lender (or an Affiliate of such Lender) designated for such Type of Loan in the Administrative Questionnaire submitted by such Lender or such other office of such
          Lender (or an Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office by which its Loans of such Type are to be made and maintained.

         

        “Applicable Margin”
          shall mean, as of any date, with respect to interest on all Loans outstanding on any date or the letter of credit fee, as the case may be, a percentage per annum determined by reference to the applicable Consolidated Net Leverage Ratio in effect
          on such date as set forth in the table below; provided, that a change in the Applicable Margin resulting from a change in the Consolidated Net Leverage
          Ratio shall be effective on the second Business Day after which the Borrower delivers each of the financial statements required by Section 5.1(a) and (b) and the Compliance Certificate required by Section 5.1(c); provided further, that if at any time the Borrower shall have failed to deliver such financial statements and such Compliance Certificate when so required, the
          Applicable Margin shall be at Level 1 as set forth in the table below until the second Business Day after which such financial statements and Compliance Certificate are delivered, at which time the Applicable Margin shall be determined as
          provided above.  Notwithstanding the foregoing, the Applicable Margin from the Closing Date until the second Business Day after which the financial statements and Compliance Certificate for the Fiscal Quarter ending September 30, 2020 are
          required to be delivered shall be at Level 5 as set forth in the table below.  In the event that any financial statement or Compliance Certificate delivered hereunder is shown to be inaccurate (regardless of whether this Agreement or the
          Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin based upon the pricing grid set forth in the table below (the “Accurate Applicable Margin”) for any period that such financial statement or Compliance Certificate covered, then (i) the Borrower shall immediately deliver to
          the Administrative Agent a correct financial statement or Compliance Certificate, as the case may be, for such period, (ii) the Applicable Margin shall be adjusted such that after giving effect to the corrected financial statements or Compliance
          Certificate, as the case may be, the Applicable Margin shall be reset to the Accurate Applicable Margin based upon the pricing grid set forth in the table below for such period and (iii) the Borrower shall immediately pay to the Administrative
          Agent, for the account of the Lenders, the accrued additional interest owing as a result of such Accurate Applicable Margin for such period.   The provisions of this definition shall not limit the rights of the Administrative Agent and the
          Lenders with respect to Section 2.13(c) or Article VIII.

         

        
          3

          
            


        

        
          	
                  Level

                	
                  Consolidated Net Leverage Ratio

                	
                  Eurodollar

                  Loans and

                  Letter of Credit

                  Fee

                	
                  Base Rate

                    Loans

                	
                  Commitment

                    Fee

                
	
                  1

                	
                  >3.50:1.00

                	
                  2.75%

                	
                  1.75%

                	
                  0.40%

                
	
                  2

                	
                  <3.50:1.00 but >3.00:1.00

                	
                  2.50%

                	
                  1.50%

                	
                  0.40%

                
	
                  3

                	
                  <3.00:1.00 but >2.50:1.00

                	
                  2.25%

                	
                  1.25%

                	
                  0.35%

                
	
                  4

                	
                  <2.50:1.00 but >2.00:1.00

                	
                  2.00%

                	
                  1.00%

                	
                  0.30%

                
	
                  5

                	
                  <2.00:1.00

                	
                  1.75%

                	
                  0.75%

                	
                  0.30%

                
	 	 	 	 	 


        

      

    

  

  
    “Approved Fund” shall mean
      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 business and that is administered or
      managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

     

    “Arrangers” shall mean
      SunTrust Robinson Humphrey, Inc., BofA Securities, Inc., Wells Fargo Securities LLC, Barclays Bank PLC, Deutsche Bank Securities Inc. and MUFG Union Bank, N.A. each in their capacities as joint lead arrangers and joint bookrunners.

     

    “Asset Sale” shall mean
      the sale, transfer, license, lease or other disposition of any property by the Borrower or any Restricted Subsidiary, including any sale and leaseback transaction and any sale, assignment, transfer or other disposal, with or without recourse, of any
      notes or accounts receivable or any rights and claims associated therewith, but excluding (a) the sale of inventory in the ordinary course of business; (b) the sale or disposition for Fair Market Value of obsolete or worn out property or other
      property not necessary for operations of the Borrower or any Restricted Subsidiary disposed of in the ordinary course of business; (c) the disposition of property (including the cancellation of Indebtedness permitted by Section 7.4(d)) to the Borrower or any Restricted Subsidiary; provided, that if the transferor
      of such property is a Loan Party then the transferee thereof must be a Loan Party; (d) the disposition of accounts receivable in connection with the collection or compromise thereof; (e) licenses, sublicenses, leases or subleases granted to others in
      the ordinary course of business or not interfering in any material respect with the business of the Borrower or any Restricted Subsidiary; (f) the sale or disposition of Permitted Investments for Fair Market Value in the ordinary course of business
      and (g) the disposition of shares of Capital Stock of any Subsidiary in order to qualify members of the governing body of such Subsidiary if required by applicable Law.

     

    “Assignment and Acceptance”
      shall mean an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 11.4(b))
      and accepted by the Administrative Agent, in the form of Exhibit 11.4 attached hereto or any other form approved by the Administrative Agent.

     

    “Audited Financial Statements”
      shall mean the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2019, and the related consolidated statements of income or operations, stockholders’ equity and cash flows of the Borrower
      and its Subsidiaries for such fiscal year, including the notes thereto.

     

    
      4

      
        


    

    
      “Availability Period” shall mean the period from the Closing Date to but excluding the Revolving Commitment Termination Date.

       

      “Bail-In Action” shall
        mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an Affected Financial Institution.

       

      “Bail-In Legislation”
        shall mean: (a) 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 applicable EU Bail-In Legislation Schedule; and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act of 2009 (as amended from time to time), and any other Law applicable in the United Kingdom relating to
        the resolution of unsound or failing banks, investment firms or other financial institutions, or any affiliates of any of the foregoing (other than through liquidation, administration, or other insolvency proceedings).

       

      “Bank Product Amount”
        shall have the meaning set forth in the definition of “Bank Product Provider”.

       

      “Bank Product Obligations”
        shall mean, collectively, all obligations and other liabilities of any Loan Party to any Bank Product Provider arising with respect to any Bank Products.

       

      “Bank Product Provider”
        shall mean any Person that (a) (i) at the time it provides any Bank Products to any Loan Party, is a Lender or an Affiliate of a Lender or (ii) has provided any Bank Products to any Loan Party that exist on the Closing Date, and such Person is a
        Lender or an Affiliate of a Lender on the Closing Date and (b) except when the Bank Product Provider is Truist Bank and its Affiliates, has provided prior written notice to the Administrative Agent which has been acknowledged by the Borrower of (x)
        the existence of such Bank Product, (y) the maximum dollar amount of obligations arising thereunder (the “Bank Product Amount”) and (z) the methodology to be
        used by such parties in determining the obligations under such Bank Product from time to time.  In no event shall any Bank Product Provider acting in such capacity be deemed a Lender for purposes hereof to the extent of and as to Bank Products
        except that each reference to the term “Lender” in Article IX and Section
            11.4 shall be deemed to include such Bank Product Provider and in no event shall the approval of any such person in its capacity as Bank Product Provider be required in connection with the release or termination of any security
        interest or Lien of the Administrative Agent.  The Bank Product Amount may be changed from time to time upon written notice to the Administrative Agent by the applicable Bank Product Provider. The Bank Product Amount may not be increased, and no
        new agreements for Bank Products may be established at any time that a Default or Event of Default exists.

       

      “Bank Products” shall
        mean any of the following services provided to any Loan Party by any Bank Product Provider: (a) any treasury or other cash management services, including deposit accounts, automated clearing house (ACH) origination and other funds transfer,
        depository (including cash vault and check deposit), zero balance accounts and sweeps, return items processing, controlled disbursement accounts, positive pay, lockboxes and lockbox accounts, account reconciliation and information reporting,
        payables outsourcing, payroll processing, trade finance services, investment accounts and securities accounts, and (b) card services, including credit card (including purchasing card and commercial card), prepaid cards, including payroll, stored
        value and gift cards, merchant services processing, and debit card services.

       

      
        5

        
          


      

      
        “Base Rate” shall mean
          the highest of (a) the rate which the Administrative Agent announces from time to time as its prime lending rate, as in effect from time to time, (b) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent (1⁄2%) per annum and (c) a rate per annum equal to Adjusted LIBOR for a term of one 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). The Administrative Agent’s 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 Agent’s prime lending
          rate.

         

        “Benchmark Replacement” shall mean the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by the
          Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing
          market convention for determining a rate of interest as a replacement to the Screen Rate for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so
          determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.

         

        “Benchmark Replacement Adjustment”
          shall mean, with respect to any replacement of the Screen Rate with an Unadjusted Benchmark Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a
          positive or negative value or zero), that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread
          adjustment, for the replacement of the Screen Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for
          calculating or determining such spread adjustment, for the replacement of the Screen Rate with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time.

         

        “Benchmark Replacement Conforming
              Changes” shall mean, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Interest Period,” timing and frequency of
          determining rates and making payments of interest and other administrative matters) that the Administrative Agent decides, after consultation with the Borrower, may be appropriate to reflect the adoption and implementation of such Benchmark
          Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not
          administratively feasible or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably
          necessary in connection with the administration of this Agreement).

         

        
          6

          
            


        

        
          “Benchmark Replacement Date”
            shall mean the earlier to occur of the following events with respect to the Screen Rate:

           

          (a)     in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (x) the date of the public statement or publication of information referenced therein and (y) the date on which the administrator
              of the Screen Rate permanently or indefinitely ceases to provide the Screen Rate; or

           

          (b)     in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

           

          “Benchmark Transition Event”
            shall mean the occurrence of one or more of the following events with respect to the Screen Rate:

           

          (a)     a public statement or publication of information by or on behalf of the administrator of the Screen Rate announcing that such administrator has ceased or will cease to provide the Screen Rate, permanently or indefinitely,
              provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Screen Rate;

           

          (b)     a public statement or publication of information by the regulatory supervisor for the administrator of the Screen Rate, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the
              Screen Rate, a resolution authority with jurisdiction over the administrator for the Screen Rate, or a court or an entity with similar insolvency or resolution authority over the administrator for the Screen Rate, which states that the
              administrator of the Screen Rate has ceased or will cease to provide the Screen Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide
              the Screen Rate; or

           

          (c)     a public statement or publication of information by the regulatory supervisor for the administrator of the Screen Rate announcing that the Screen Rate is no longer representative.

           

          “Benchmark Transition Start
                Date” shall mean (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a
            prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or, if the expected date of such prospective event is fewer than 90 days after such statement or publication,
            the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Required Lenders, as applicable, by notice to the Borrower, the Administrative Agent (in the case
            of such notice by the Required Lenders) and the Lenders.

           

          “Benchmark Unavailability
                Period” shall mean, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Screen Rate and solely to the extent that the Screen Rate has not been replaced with a Benchmark
            Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the Screen Rate for all purposes hereunder in accordance with Section 2.16(b)-(e) and (y) ending at the time that a Benchmark Replacement has replaced the Screen Rate for all purposes hereunder pursuant to Section 2.16(b)-(e).

           

          “Beneficial Ownership
                Certification” shall mean a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

           

          “Beneficial Ownership
                Regulation” shall mean 31 C.F.R. § 1010.230.

           

          
            7

            
              


          

          
            “Benefit Plan”
              shall mean any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any person whose assets include (for purposes of ERISA Section 3(42) or
              otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

             

            “BHC Act Affiliate”
              of a party shall mean an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. §–1841(k)) of such party.

             

            “Borrower” shall
              have the meaning set forth in the introductory paragraph hereof.

             

            “Borrowing” shall mean a borrowing consisting of (a) Loans of the same Class and Type, made, converted or continued on the same date and in the case of
              Eurodollar Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

             

            “Bridge Senior Unsecured
                  Indebtedness” shall mean senior unsecured Indebtedness that complies with Section 7.1(k) other than clauses (iv) and (v) thereof; provided that (a) at the initial maturity of such Indebtedness, such Indebtedness shall automatically convert to a term loan or exchange notes that, in
              each case, complies with clause (iv) of Section 7.1(k) and (b) the only prepayments such Indebtedness may have are customary mandatory redemption,
              mandatory repurchase or other mandatory prepayments of principal (x) in connection with a change of control and (y) with the proceeds of any issuance of Capital Stock or any issuance of Indebtedness or any sale or other disposition of
              property (including casualty events), in each case to the extent such proceeds are not required to be applied to prepay the Loans.

             

            “Business Day”
              shall mean any day other than (a) a Saturday, Sunday or other day on which commercial banks in Charlotte, North Carolina or New York, New York are authorized or required by Law to close and (b) if such day relates to a Borrowing of, a payment
              or prepayment of principal or interest on, a conversion of or into, or an Interest Period for, a Eurodollar Loan or a notice with respect to any of the foregoing, any day on which banks are not open for dealings in dollar deposits in the
              London interbank market.

             

            “Capital Expenditures”
              shall mean for any period, without duplication, (a) the additions to property, plant and equipment and other capital expenditures of the Borrower and its Restricted Subsidiaries that are (or would be) set forth on a consolidated statement of
              cash flows of the Borrower for such period and (b) Finance Lease Liabilities incurred by the Borrower and its Restricted Subsidiaries during such period.

             

            “Capital Stock”
              shall mean all shares, options, warrants, general or limited partnership interests, membership interests or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity
              whether voting or nonvoting, including common stock, preferred stock or any other “equity security” (as such term is defined in Rule 3a11‐1 of the General Rules and Regulations promulgated by the SEC under the Securities Exchange Act of
              1934).

             

            “Cash Collateralize”
              shall mean, in respect of any obligations, to provide and pledge (as a first priority perfected security interest) cash collateral for such obligations in Dollars, to the Administrative Agent pursuant to documentation in form and substance,
              reasonably satisfactory to the Administrative Agent (and “Cash Collateralization” and “Cash Collateral” have a corresponding meaning).

             

            
              8

              
                


            

            
              “Change in Control”
                shall mean the occurrence of one or more of the following events: (a) any sale, lease, exchange or other transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of the Borrower to any
                Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder in effect on the date hereof), (b) the acquisition of ownership, directly or indirectly, beneficially or of record, by any
                Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), other than the Molina Family, of 30% or more of the outstanding shares of the voting stock of
                the Borrower, (c) the acquisition of ownership, directly or indirectly, beneficially or of record, by the Molina Family of 50% or more of the outstanding shares of the voting stock of the Borrower, (d) during any period of 24 consecutive
                months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals who are Continuing Directors or (e) the occurrence of a fundamental change (or any comparable
                term) under, and as defined in, any agreement, document or instrument governing or otherwise relating to the Existing Notes or any other Material Indebtedness (other than Permitted Subordinated Debt).

               

              “Change in Law”
                shall mean (a) the adoption of any applicable Law after the date of this Agreement, (b) any change in any applicable Law after the date of this Agreement, or (c) compliance by any Lender (or its Applicable Lending Office) or the Issuing
                Bank (or for purposes of Section 2.18(b), by the Parent Company of such Lender or the Issuing Bank, if applicable) with any request, guideline or
                directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.  Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer
                Protection Act, and all requests, rules, guidelines and directives promulgated thereunder, and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
                Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case, are deemed to have been introduced or adopted after the date hereof, regardless of
                the date enacted or adopted.

               

              “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or
                Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment or a Swingline Commitment.

               

              “Closing Date”
                shall mean the date hereof.

               

              “CMS” shall mean
                the Centers for Medicare & Medicaid Services or any successor or predecessor thereof.

               

              “Code” shall
                mean the Internal Revenue Code of 1986, as amended and in effect from time to time.

               

              “Commitment”
                shall mean a Revolving Commitment, a Swingline Commitment or an Incremental Term Loan Commitment or any combination thereof (as the context shall permit or require).

               

              “Commitment Fee”
                shall have the meaning set forth in Section 2.14(b).

               

              “Commodity Exchange Act”
                shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

               

              “Compliance Certificate”
                shall mean a certificate from the principal executive officer or the principal financial officer of the Borrower in the form of, and containing the certifications set forth in, the certificate attached hereto as Exhibit 5.1.

               

              
                9

                
                  


              

              
                “Connection Income Taxes”
                  shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

                 

                “Consolidated Adjusted
                      EBITDA” shall mean, for the Borrower and its Restricted Subsidiaries for any period, determined on a consolidated basis, an amount equal to the sum of (a) Consolidated Net Income for such period plus (b) to the extent deducted in determining Consolidated Net Income for such period (except for the synergies component of clause (v) and the “run rate”
                  component of clause (vii)), without duplication, (i) Consolidated Interest Expense for such period, (ii) income tax expense for such period (other than any income tax, including any portion of the Health Insurance Providers Fee imposed by
                  Section 9010 of the ACA, which is subject to indemnification or reimbursement from any Person other than the Borrower or any of its Restricted Subsidiaries), (iii) depreciation and amortization for such period, (iv) non-cash charges
                  associated with stock-based compensation expenses pursuant to the financial reporting guidance of the Financial Accounting Standards Board concerning stock-based compensation as in effect from time to time, (v) any costs and synergies
                  directly attributable to any Permitted Acquisition that occurred during such period (calculated on a basis that is consistent with Regulation S-X under the Securities Act of 1933) which are reflective of actual or reasonably anticipated
                  and factually supportable synergies and cost savings expected to be realized or achieved in the twelve months following such Permitted Acquisition; provided,
                  however, that for purposes of calculating Consolidated Adjusted EBITDA for any period, any such adjustments made pursuant to this clause (v) shall
                  not increase Consolidated Adjusted EBITDA by more than 20% of Consolidated Adjusted EBITDA for such period as calculated before giving effect to any such adjustments in this clause (v) and any adjustments in clause (vii), (vi) other
                  extraordinary or non-recurring non-cash expenses (including any expenses as a result of any premium deficiency reserve, goodwill impairment or impairment of intangible assets, including, without limitation, impairment of capitalized
                  software) and (vii) cash costs and expenses and “run rate” cost savings related to corporate restructuring or improvement plans incurred in such period; provided,
                  that, such “run rate” cost savings are certified by the Borrower’s chief financial officer; and provided, further, that, (A) such cost savings
                  have resulted from actions taken by the Borrower and its Restricted Subsidiaries and are factually supportable and reasonably likely to result in cost savings to be realized or achieved in the twelve months following such action and (B)
                  for purposes of calculating Consolidated Adjusted EBITDA for any period, any such adjustments made pursuant to this clause (vii) shall not increase Consolidated Adjusted EBITDA by more than 10% of Consolidated Adjusted EBITDA for such
                  period as calculated before giving effect to any such adjustments in this clause (vii), minus (c) to the extent added in Consolidated
                  Net Income, any extraordinary or non-recurring non-cash income (including as a result of any premium deficiency reserve related to any health plan operated by the Borrower or any of its Restricted Subsidiaries).

                 

                “Consolidated Fixed
                      Charge Coverage Ratio” shall mean the ratio of (a) Consolidated Adjusted EBITDA to (b) Consolidated Fixed Charges, in each case measured as of the last day of the most recently ended four consecutive Fiscal Quarters for
                  which financial statements are required to have been delivered pursuant to Section 5.1(a) or (b).

                 

                “Consolidated Fixed
                      Charges” shall mean the sum of (a) Consolidated Interest Expense plus (b) all cash Restricted Payments (excluding items eliminated in consolidation) on any series of preferred stock or Disqualified Stock of the Borrower and
                  its Restricted Subsidiaries for the applicable period.

                 

                “Consolidated Interest
                      Coverage Ratio” shall mean, as of any date, the ratio of (a) Consolidated Adjusted EBITDA to (b) Consolidated Interest Expense paid in cash in each case measured as of the last day of the most recently ended four
                  consecutive Fiscal Quarters for which financial statements are required to have been delivered pursuant to Section 5.1(a) or (b).

                 

                
                  10

                  
                    


                

                
                  “Consolidated Interest
                        Expense” shall mean, for the Borrower and its Restricted Subsidiaries for any period determined on a consolidated basis, the sum of (a) total interest expense, including without limitation, (i) non-cash interest expense
                    with respect to the Existing Notes and (ii) the interest component of any payments in respect of Finance Lease Liabilities capitalized or expensed during such period (whether or not actually paid during such period) plus (b) the net amount payable (or minus the net amount
                    receivable) with respect to Hedging Transactions during such period (whether or not actually paid or received during such period).

                   

                  “Consolidated Net
                        Income” shall mean, for the Borrower and its Restricted Subsidiaries for any period determined on a consolidated basis, the net income (or loss) of the Borrower and its Restricted Subsidiaries for such period but
                    excluding therefrom (to the extent otherwise included therein) (a) any extraordinary gains or losses, (b) any gains attributable to write-ups of assets and (c) any equity interest of the Borrower or any Restricted Subsidiary of the
                    Borrower in the unremitted earnings of any Person that is not a Restricted Subsidiary.

                   

                  “Consolidated Net
                        Leverage Ratio” shall mean the ratio of (a) Consolidated Total Debt as of such date minus up to $500 million of
                    Qualified Cash minus up to $500 million of Specified Cash, measured as of the last day of the most recently ended four consecutive
                    Fiscal Quarters for which financial statements are required to have been delivered pursuant to Section 5.1(a) or (b) to (b) Consolidated Adjusted EBITDA for the four consecutive Fiscal Quarters for which financial statements are required to have been delivered pursuant to Section 5.1(a) or (b).

                   

                  “Consolidated Total
                        Assets” shall mean the total assets of the Borrower and its Restricted Subsidiaries calculated in accordance with GAAP on a consolidated basis as of the last day of the most recent fiscal quarter preceding such date of
                    determination for which financial statements of the Borrower have been delivered pursuant to Section 5.1(a) or (b).

                   

                  “Consolidated Total
                        Debt” shall mean, as of any date, all Indebtedness of the Borrower and its Restricted Subsidiaries measured on a consolidated basis as of such date, but excluding Indebtedness of the type described in subsection (i) of
                    the definition thereto.

                   

                  “Contract Provider”
                    shall mean any Person or any employee, agent or subcontractor of such Person who provides professional health care services under or pursuant to any contract or other arrangement with the Borrower or any Subsidiary.

                   

                  “Contractual Obligation”
                    shall mean, 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.

                   

                  “Continuing Director” shall mean, with respect to any period, any individuals (A) who were members of the board of directors or other equivalent governing body
                    of the Borrower on the first day of such period, (B) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (A) above constituting at the time of such election or
                    nomination at least a majority of that board or equivalent governing body, or (C) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (A) and (B) above
                    constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.

                   

                  
                    11

                    
                      


                  

                  
                    “Covered Entity”
                      shall mean any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §–252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12
                      C.F.R. §–47.3(b); and (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §–382.2(b).

                     

                    “Covered Party”
                      shall have the meaning provided in Section 11.19

                     

                    “Debtor Relief Laws”
                      shall mean the Bankruptcy Code of the United States of America, 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.

                     

                    “Default”
                      shall mean any condition or event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

                     

                    “Default Interest”
                      shall have the meaning set forth in Section 2.13(c).

                     

                    “Default Right”
                      has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§–252.81, 47.2 or 382.1, as applicable.

                     

                    “Defaulting Lender”
                      shall mean, subject to Section 2.26(b), at any time, any Lender as to which the Administrative Agent has notified the Borrower that (a) such
                      Lender has failed for three (3) or more Business Days to comply with its obligations under this Agreement to make a Loan (unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result
                      of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied)
                      and/or to make a payment to the Issuing Bank in respect of a Letter of Credit or to the Swingline Lender in respect of a Swingline Loan (each a “funding
                          obligation”), (b) such Lender has notified the Administrative Agent or the Borrower, or has stated publicly, that it will not comply with any such funding obligation hereunder (unless such writing or public statement
                      relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default,
                      shall be specifically identified in such writing or public statement) cannot be satisfied), (c) such Lender has, for three (3) or more Business Days, failed to confirm in writing to the Administrative Agent, in response to a written
                      request of the Administrative Agent, that it will comply with its funding obligations hereunder, (d) a Lender Insolvency Event has occurred and is continuing with respect to such Lender, or (e) such Lender has become the subject of a
                      Bail-In Action.  The Administrative Agent will promptly send to all parties hereto a copy of any notice to the Borrower provided for in this definition.

                     

                    “Designated Non-cash
                          Consideration” shall mean any non-cash consideration received by the Borrower or one or more of its Restricted Subsidiaries in connection with an Asset Sale that is designated as Designated Non-cash Consideration
                      pursuant to a certificate by a Responsible Officer of the Borrower at the time of such Asset Sale. Any particular item of Designated Non-cash Consideration will cease to be considered to be outstanding once it has been sold for cash
                      or Permitted Investments.

                     

                    
                      12

                      
                        


                    

                    
                      “Disqualified Stock”
                        shall mean any Capital Stock 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 Capital Stock), or upon the happening of
                        any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after
                        the Latest Maturity Date; provided, however,
                        that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable at the option of the holder thereof or is so redeemable at the option of the holder thereof prior to such date
                        shall be deemed to be Disqualified Stock; provided, further,
                        however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Borrower or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute
                        Disqualified Stock solely because it may be required to be repurchased by the Borrower in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided, further, that any class of Capital Stock of
                        such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

                       

                      “Dollar(s)”
                        and the sign “$” shall mean lawful money of the United States of America.

                       

                      “Domestic
                            Subsidiary” shall mean any Restricted Subsidiary that is organized under the laws of any political subdivision of the United States.

                       

                      “Early Opt-in
                            Election” shall mean the occurrence of:

                       

                      (a)     (i) a determination by the Administrative Agent or (ii) a notification by the Required Lenders to the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined that
                          U.S. dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in Section
                              2.16(b)-(e) are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the Screen Rate, and

                       

                      (b)     (i) the election by the Administrative Agent or (ii) the election by the Required Lenders to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative
                          Agent of written notice of such election to the Borrower and the Lenders or by the Required Lenders of written notice of such election to the Administrative Agent.

                       

                      “EEA Financial
                            Institution” shall mean (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 clause (a) or
                        (b) of this definition and is subject to consolidated supervision with its parent.

                       

                      “EEA Member Country”
                        shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

                       

                      “EEA Resolution
                            Authority” shall mean 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.

                      
                        13

                        
                          


                      

                      
                        “Environmental
                              Laws” shall mean all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by or with any Governmental Authority,
                          relating in any way to the environment, preservation or reclamation of natural resources, the management, Release or threatened Release of any Hazardous Material or to health and safety matters.

                         

                        “Environmental
                              Liability” shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental investigation and remediation, costs of administrative oversight, fines, natural resource
                          damages, penalties or indemnities), of the Borrower or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) any actual or alleged violation of any Environmental Law, (b) the generation, use, handling,
                          transportation, storage, treatment or disposal of any Hazardous Materials, (c) any actual or alleged exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract,
                          agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

                         

                        “ERISA”
                          shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute.

                         

                        “ERISA Affiliate”
                          shall mean any trade or business (whether or not incorporated), which, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for the purposes of Section 302 of ERISA and
                          Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

                         

                        “ERISA Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a
                          Plan (other than an event for which the 30-day notice period is waived); (b) the failure of any Plan to meet the minimum funding standard applicable to the Plan for a plan year under Section 412 of the Code or Section 302 of
                          ERISA, whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the
                          Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator appointed
                          by the PBGC of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to
                          the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate
                          of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

                         

                        “EU Bail-In
                              Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

                         

                        “Eurodollar”
                          when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted LIBOR.

                         

                        “Event of Default”
                          shall have the meaning set forth in Article VIII.

                         

                        
                          14

                          
                            


                        

                        
                          “Excluded Swap
                                Obligation” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty 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) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the
                            Guaranty of such Guarantor, or the grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation; provided
                            that, for the avoidance of doubt, in determining whether any Guarantor is an “eligible contract participant” under the Commodity Exchange Act, the keepwell agreement set forth in Section 10.8 shall be taken into account. If a Swap Obligation arises under a Master Agreement governing more than one Hedging Transaction, such exclusion shall apply only to the
                            portion of such Swap Obligation that is attributable to Hedging Transactions for which such Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition.

                           

                          “Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld
                            or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized
                            under the Laws of, or having its principal office or, in the case of any Lender, its Applicable Lending Office in the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes
                            (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date
                            on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section


                                2.25) or (ii) such  Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.20,
                            amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to
                            such Recipient’s failure to comply with Section 2.20(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.

                           

                          “Exclusion
                                Event” shall mean an event or related events resulting in the exclusion of the Borrower or any of its Restricted Subsidiaries from participation in any Medical Reimbursement Program.

                           

                          “Existing
                                Letters of Credit” shall mean the letters of credit issued and outstanding under the Existing Credit Agreement as set forth on Schedule


                                2.22.

                           

                          “Existing Notes”
                            shall mean each of the 2022 Senior Notes, the 2025 Senior Notes and the 2028 Senior Notes.

                           

                          “Extended
                                Commitments” shall have the meaning set forth in the definition of “Extension Permitted Amendment”.

                           

                          “Extended Loans”
                            shall have the meaning set forth in the definition of “Extension Permitted Amendment”.

                           

                          “Extending
                                Lenders” shall have the meaning set forth in Section 2.27(a).

                           

                          “Extension
                                Agreement” shall mean an Extension Agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and one or more Extending Lenders, effecting an
                            Extension Permitted Amendment and such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.27.

                           

                          
                            15

                            
                              


                          

                          
                            “Extension
                                  Offer”  shall have the meaning set forth in Section 2.27(a).

                             

                            “Extension
                                  Permitted Amendment” shall mean an amendment to this Agreement and the other Loan Documents, effected in connection with an Extension Offer pursuant to Section 2.27, providing for an extension of the Revolving Commitment Termination Date or maturity date applicable to the Extending Lenders’ Loans and/or Commitments of the applicable
                              Extension Request Class (such Loans or Commitments being referred to as the “Extended Loans” or “Extended Commitments”, as applicable) and, in connection therewith, (a) any increase or decrease in the rate of interest accruing on such Extended Loans, (b) any
                              increase in the fees payable to, or the inclusion of new fees to be payable to, the Extending Lenders in respect of such Extension Offer or their Extended Loans or Extended Commitments, (c) such amendments to this Agreement
                              and the other Loan Documents as shall be appropriate, in the reasonable judgment of the Administrative Agent, to provide the rights and benefits of this Agreement and other Loan Documents to each new “class” of loans and/or
                              commitments resulting therefrom and (d) any additional amendments to the terms of this Agreement applicable to the applicable Loans and/or Commitments of the Extending Lenders that are (i) less favorable to such Extending
                              Lenders than the terms of this Agreement prior to giving effect to such Extension Permitted Amendments (as determined in good faith by the Borrower) or (ii) applicable only to periods after the Latest Maturity Date (determined
                              prior to giving effect to such Extension Permitted Amendment).

                             

                            “Extension
                                  Request Class” shall have the meaning set forth in Section 2.27(a).

                             

                            “Fair Market
                                  Value” shall mean, with respect to any Asset Sale, Restricted Payment or other item, the price that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able
                              buyer, neither of which is under any compulsion to complete the transaction, as such price is determined in good faith by an officer of the Borrower.

                             

                            “FATCA”
                              shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future
                              regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

                             

                            “Federal
                                  Funds Rate” shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the next 1/100th of 1%) equal to the weighted average of the rates on overnight federal funds transactions
                              with member banks of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the next succeeding Business Day or, if such rate is not so published for any Business Day, the Federal Funds Rate for
                              such day shall be the average rounded upwards, if necessary, to the next 1/100th of 1% of the quotations for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized
                              standing selected by the Administrative Agent.  Notwithstanding anything to the contrary in the foregoing, if the Federal Funds Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

                             

                            “Federal
                                  Reserve Bank of New York’s Website” shall mean the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

                             

                            “Fee Letter”
                              shall mean that certain fee letter dated as of May 27, 2020, executed by SunTrust Robinson Humphrey, Inc. and Truist Bank and accepted by the Borrower.

                             

                            
                              16

                              
                                


                            

                            
                              “Finance
                                    Lease Liabilities” of any Person shall mean all obligations of such Person to pay rent or other amounts under any lease (or other arrangement conveying the right to use) of real or personal property, or a
                                combination thereof, which obligations are required to be classified and accounted for as finance leases on a balance sheet of such Person, and the amount of such obligations shall be the capitalized amount thereof.  For the
                                avoidance of doubt, “Finance Lease Liabilities” are subject to Section 1.3(b).

                               

                              “Fiscal
                                    Quarter” shall mean any fiscal quarter of the Borrower.

                               

                              “Fiscal
                                    Year” shall mean any fiscal year of the Borrower.

                               

                              “Foreign
                                    Lender” shall mean (a) if the Borrower is a U.S. Person, a Lender that is not a U.S.
                                Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

                               

                              “Foreign
                                    Subsidiary” shall mean any Restricted Subsidiary that is not a Domestic Subsidiary.

                               

                              “GAAP”
                                shall mean generally accepted accounting principles in the United States applied on a consistent basis and subject to the terms of Section 1.3.

                               

                              “Governmental

                                    Authority” shall mean the government of the United States of America, any other nation or 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”) shall mean 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, direct or indirect, of the guarantor (i) 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, (ii) 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, (iii) 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 (iv) as an account party in respect of any letter of credit or letter of guaranty issued in support of 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 shall be deemed to be
                                an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or, if not so stated or determinable, the maximum reasonably anticipated liability in respect thereof
                                (assuming such Person is required to perform thereunder) as determined by such Person in good faith.  The term “Guarantee” used as a verb has a corresponding meaning.

                               

                              “Guarantor
                                    Joinder Agreement” shall mean a joinder agreement substantially in the form of Exhibit 5.10 executed and delivered by
                                a Restricted Subsidiary in accordance with the provisions of Section 5.10 or any other documents as the Administrative Agent shall
                                deem appropriate for such purpose.

                               

                              
                                17

                                
                                  


                              

                              
                                “Guarantors”
                                  shall mean, collectively, (a) each Person that joins as a Guarantor pursuant to Section 5.10 or otherwise after the Closing Date,
                                  (b) with respect to (i) any Hedging Obligations between any Loan Party (other than the Borrower) and any Lender-Related Hedge Provider that are permitted to be incurred pursuant to Section 7.10 and any Bank Product Obligations owing by any Loan Party (other than the Borrower), the Borrower and (ii) the payment and performance by each
                                  Specified Loan Party of its obligations under its Guaranty with respect to all Swap Obligations, the Borrower, and (c) the successors and permitted assigns of the foregoing.

                                 

                                “Guaranty”
                                  shall mean the Guaranty made by the Guarantors in favor of the Administrative Agent, for the benefit of the holders of the Obligations, pursuant to Article X.

                                 

                                “Hazardous

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

                                 

                                “Hedging
                                      Obligations” of any Person shall mean any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired under (a) any and all Hedging
                                  Transactions, (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Hedging Transactions and (c) any and all renewals, extensions and modifications of any Hedging Transactions and any and
                                  all substitutions for any Hedging Transactions.

                                 

                                “Hedging
                                      Transaction” of any Person shall mean (a) any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered into by such Person that is a rate swap transaction,
                                  swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor
                                  transaction, collar transaction,  currency swap transaction, cross-currency rate swap transaction, currency option, spot transaction, credit protection transaction, credit swap, credit default swap, credit default option,
                                  total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or any other similar transaction (including any option with
                                  respect to any of these transactions) or any combination thereof, whether or not any such transaction is governed by or subject to any master agreement and (b) any and all transactions of any kind, and the related
                                  confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange
                                  Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

                                 

                                “HHS”
                                  shall mean the United States Department of Health and Human Services and any successor thereof.

                                 

                                “HIPAA”
                                  shall mean the Health Insurance Portability and Accountability Act of 1996, Pub. L. 104-191, Aug. 21, 1996, 110 Stat. 1936, and regulations promulgated pursuant thereto.

                                 

                                “HITECH
                                      Act” shall mean the Health Information Technology for Economic and Clinical Health Act, Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 (ARRA), Pub.
                                  L. 111-5, Feb. 17, 2009, and regulations promulgated pursuant thereto.

                                 

                                “HMO”
                                  shall mean any health maintenance organization or managed care organization, including without limitation any organized delivery system or utilization review organization, any Person doing business as a health maintenance
                                  organization or managed care organization, or any Person required to qualify or be licensed as a health maintenance organization or managed care organization under applicable law (including HMO Regulations).

                                 

                                
                                  18

                                  
                                    


                                

                                
                                  “HMO
                                        Business” shall mean the business of operating an HMO or other similar regulated entity or business.

                                   

                                  “HMO
                                        Event” shall mean (i) any non-compliance by the Borrower or any of its HMO Subsidiaries with any of the material terms and provisions of the HMO Regulations pertaining to its fiscal soundness, solvency or
                                    financial conditions that is materially adverse to the Borrower and its Restricted Subsidiaries taken as a whole; or (ii) the assertion in writing, after the date hereof, by any HMO Regulator that it intends to take
                                    administrative action against the Borrower or any of its HMO Subsidiaries to revoke or modify in a manner materially adverse to the Borrower and its Restricted Subsidiaries, taken as a whole, any material license,
                                    material charter or material permit or to enforce the fiscal soundness, solvency or financial provisions or requirements of the HMO Regulations against the Borrower or any or its HMO Subsidiaries.

                                   

                                  “HMO
                                        Regulations” shall mean all laws, rules, regulations, directives and administrative orders applicable under Federal or state law to any HMO Subsidiary, including Part 422 of Chapter IV of Title 42 of the
                                    Code of Federal Regulations and Subchapter XI of Chapter 6A of Title 42 of the United Stated Code Annotated (and any regulations, orders and directives promulgated or issued pursuant thereto, including Part 417 of
                                    Chapter IV of Title 42 of the Code of Federal Regulations).

                                   

                                  “HMO
                                        Regulator” shall mean any Person charged with the administration, oversight or enforcement of any HMO Regulation, whether primarily, secondarily or jointly.

                                   

                                  “HMO
                                        Subsidiary” shall mean (a) any Restricted Subsidiary that is designated as an HMO Subsidiary on Schedule 4.15,
                                    (b) any other Domestic Subsidiary that shall become capitalized or licensed as an HMO, shall conduct HMO Business or shall provide managed care services and (c) any other Domestic Subsidiary, substantially all the assets
                                    of which consist of Capital Stock of a HMO Subsidiary described in clause (a) or (b) above.

                                   

                                  “Incremental

                                        Term Loan” shall have the meaning set forth in Section 2.23.

                                   

                                  “Incremental

                                        Term Loan Commitment” shall mean, with respect to Persons identified as an “Incremental Term Loan Lender” in the applicable supplement or joinder in form and substance satisfactory to the Administrative
                                    Agent, together with their respective successors and assigns, the commitment of such Person to make the Incremental Term Loan hereunder pursuant to such supplement or joinder; provided that, at any time after the funding of the Incremental Term Loan, determination of “Required Lenders” shall include the outstanding principal amount of the
                                    Incremental Term Loan.

                                   

                                  
                                    19

                                    
                                      


                                  

                                  
                                    “Indebtedness”
                                      of any Person shall mean, without duplication (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all
                                      obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business; provided, that for purposes of Section 8.1(g), trade payables overdue by more than 120 days shall be included in this definition except to the extent that any of such trade payables are being
                                      disputed in good faith and by appropriate measures), (d) all obligations of such Person under any conditional sale or other title retention agreement(s) relating to property acquired by such Person, (e) all Finance
                                      Lease Liabilities of such Person, (f) all obligations, contingent or otherwise, of such Person in respect of letters of credit, acceptances or similar extensions of credit, (g) all obligations of such Person,
                                      contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock of such Person, (h) Off-Balance Sheet Liabilities, (i) the Hedge Termination Value of all Hedging Obligations, (j)
                                      all Guarantees of such Person of the type of Indebtedness described in clauses (a) through (i) above and (k) all Indebtedness of a third party secured by any Lien on property owned by such Person, whether or not such
                                      Indebtedness has been assumed by such Person.  The Indebtedness of any Person shall include the Indebtedness of
                                      any partnership or joint venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor.

                                     

                                    “Indemnified

                                          Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent
                                      not otherwise described in (a), Other Taxes.

                                     

                                    “Insurance

                                          Subsidiary” shall mean (a) any Restricted Subsidiary that is engaged in the insurance business, assumes financial risk and that is regulated by the relevant Governmental Authority and (b) any other
                                      Domestic Subsidiary, substantially all the assets of which consist of Capital Stock of an Insurance Subsidiary described in clause (a) above.

                                     

                                    “Interest

                                          Period” shall mean with respect to any Eurodollar Borrowing, a period of one,
                                      two, three or six months (in each case, subject to availability); provided, that

                                     

                                    (a)     the initial Interest Period for such Borrowing shall commence on the date of such Borrowing (including the date of any conversion from a Borrowing of another Type), and
                                        each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires;

                                     

                                    (b)     if any Interest Period would otherwise end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless such
                                        Business Day falls in another calendar month, in which case such Interest Period would end on the next preceding Business Day;

                                     

                                    (c)     any Interest Period which 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 such calendar month; and

                                     

                                    (d)     no Interest Period may extend beyond the later of the Revolving Commitment Termination Date or, if applicable the Latest Maturity Date.

                                     

                                    “Interim

                                          Financial Statements” shall mean the unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended March 31, 2020, including balance sheets and statements
                                      of income or operations, stockholders’ equity and cash flows.

                                     

                                    “Investments”
                                      shall mean, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) purchase or other acquisition of any Capital Stock of another Person, (b) a loan, advance, other
                                      evidence of indebtedness or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other indebtedness or equity participation or interest in, another Person, or (c) an
                                      Acquisition.  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.

                                     

                                    
                                      20

                                      
                                        


                                    

                                    
                                      “IRS”
                                        shall mean the United States Internal Revenue Service.

                                       

                                      “Issuer

                                            Documents” shall mean with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the Issuing Bank and any Borrower (or any
                                        Subsidiary) or in favor of the Issuing Bank and relating to such Letter of Credit.

                                       

                                      “Issuing

                                            Bank” shall mean Truist Bank in its capacity as the issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit.

                                       

                                      “Latest

                                            Maturity Date” shall mean, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration
                                        date of any Incremental Term Loan.

                                       

                                      “Laws”
                                        or “Law” shall mean, collectively, all international, foreign, federal, state and local statutes, treaties, rules,
                                        guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement,
                                        interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case
                                        whether or not having the force of law.

                                       

                                      “LC
                                            Commitment” shall mean that portion of the Aggregate Revolving Commitments that may be used by the Borrower for the issuance of Letters of Credit in an aggregate face amount not to exceed $100,000,000.

                                       

                                      “LC
                                            Disbursement” shall mean a payment made by the Issuing Bank pursuant to a Letter of Credit.

                                       

                                      “LC
                                            Documents” shall mean all applications, agreements and instruments relating to the Letters of Credit but excluding the Letters of Credit.

                                       

                                      “LC
                                            Exposure” shall mean, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (b) the aggregate amount of all LC Disbursements that have not been reimbursed by or on behalf of the Borrower at such time.  The LC Exposure of any Lender shall be its Pro
                                        Rata Share of the total LC Exposure at such time.  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 International Standby Practices 1998, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

                                       

                                      “Lender

                                            Insolvency Event” shall mean that (a) a Lender or its Parent Company is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as
                                        they become due, or makes a general assignment for the benefit of its creditors, (b) a Lender or its Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a
                                        receiver, trustee, conservator, custodian or the like has been appointed for such Lender or its Parent Company, or such Lender or its Parent Company has taken any action in furtherance of or indicating its consent to
                                        or acquiescence in any such proceeding or appointment, or (c) a Lender or its Parent Company has been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its
                                        assets to be, insolvent; provided that, for the avoidance of doubt, a Lender Insolvency Event  shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any equity interest in or
                                        control of a Lender or a Parent Company thereof by a Governmental Authority or an instrumentality thereof.

                                      
                                        21

                                        
                                          


                                      

                                       
                                        “Lender-Related

                                              Hedge Provider” shall mean any Person that, (a) (i) at the time it enters into a Hedging Transaction with any Loan Party, is a Lender or an Affiliate of a Lender or (ii) has entered into a Hedging
                                          Transaction with any Loan Party that exists on the Closing Date, and such Person is a Lender or an Affiliate of a Lender on the Closing Date and (b) except when the Lender-Related Hedge Provider is Truist Bank and
                                          its Affiliates, has provided prior written notice to the Administrative Agent which has been acknowledged by the Borrower of (x) the existence of such Hedging Transaction, and (y) the methodology to be used by such
                                          parties in determining the obligations under such Hedging Transaction from time to time.  In no event shall any Lender-Related Hedge Provider acting in such capacity be deemed a Lender for purposes hereof to the
                                          extent of and as to Hedging Obligations except that each reference to the term “Lender” in Article IX and Section 11.4 shall be deemed to include such
                                          Lender-Related Hedge Provider.  In no event shall the approval of any such Person in its capacity as Lender-Related Hedge Provider be required in connection with the release or termination of any security interest
                                          or Lien of the Administrative Agent.  No new Hedging Transactions may be established at any time that a Default or Event of Default exists.

                                         

                                        “Lenders”
                                          shall mean each of the Persons identified as a “Lender” on the signature pages hereto and each Additional Lender that joins this Agreement pursuant to Section 2.23 and their successors and assigns and shall include, where appropriate, the Swingline Lender.

                                         

                                        “Letter

                                              of Credit” shall mean any stand-by letter of credit issued pursuant to Section 2.22 by the Issuing Bank for
                                          the account of the Borrower or any Subsidiary pursuant to the LC Commitment.

                                         

                                        “Letter

                                              of Credit Application” shall mean an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by Issuing Bank.

                                         

                                        “Letter

                                              of Credit Fee” shall have the meaning set forth in Section 2.14(c).

                                         

                                        “Lien”
                                          shall mean any mortgage, pledge, security interest, lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment, deposit arrangement, or other arrangement having the practical effect of any of the
                                          foregoing or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital
                                          lease having the same economic effect as any of the foregoing).

                                         

                                        “Limited

                                              Condition Acquisition” means any Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

                                         

                                        “Loan

                                              Documents” shall mean, collectively, this Agreement, the LC Documents, the Fee Letter, all Notices of Borrowing, all Notices of Conversion/Continuation, all Compliance Certificates, all Issuer
                                          Documents, any promissory notes issued hereunder and any and all other instruments, agreements, documents and writings executed in connection with any of the foregoing.

                                         

                                        “Loan

                                              Parties” shall mean, collectively, the Borrower and each Guarantor.

                                         

                                        “Loans”
                                          shall mean all Revolving Loans, Swingline Loans and Incremental Term Loans (if any) in the aggregate or any of them, as the context shall require.

                                        
                                          22

                                          
                                            


                                        

                                        
                                          “Magellan

                                                Acquisition” shall mean the Acquisition of certain assets and equity interests owned directly or indirectly by Magellan Healthcare, Inc. by the Borrower pursuant to that certain Stock and Asset
                                            Purchase Agreement dated as of April 30, 2020 (as amended from time to time) by and between Magellan Health, Inc. and the Borrower.

                                           

                                          “Master

                                                Agreement” shall have the meaning set forth in the definition of “Hedging Transaction.”

                                           

                                          “Material

                                                Adverse Effect” shall mean, with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental
                                            investigation or proceeding), whether singularly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences whether or not related, resulting in a material
                                            adverse change in, or a material adverse effect on, (a) the business, results of operations, financial condition, assets, liabilities or prospects of the Borrower and its Restricted Subsidiaries taken as a whole,
                                            (b) the ability of the Loan Parties to perform any of their respective obligations under the Loan Documents, (c) the rights and remedies of the Administrative Agent, the Issuing Bank, Swingline Lender, and the
                                            Lenders under any of the Loan Documents or (d) the legality, validity or enforceability of any of the Loan Documents.

                                           

                                          “Material

                                                Contract” shall mean any Contractual Obligation of the Borrower or any Restricted Subsidiary if the revenues of the Borrower and its Restricted Subsidiaries attributable to such Contractual
                                            Obligation exceed five percent (5%) of the total revenues of the Borrower and its Restricted Subsidiaries on a consolidated basis for the period of the four fiscal quarters most recently ended for which the
                                            Borrower has delivered financial statements pursuant to Section 5.1(a) or (b).

                                           

                                          “Material

                                                Domestic Subsidiary” shall mean any Domestic Subsidiary of the Borrower (other than an HMO Subsidiary, an Insurance Subsidiary, or any Subsidiary which is required by Law to maintain levels of
                                            solvency, or capital, or net assets that would not be achieved if it provided a full and unconditional guaranty of the Obligations) which, as of the end of the most recent fiscal quarter for which the Borrower
                                            has delivered financial statements pursuant to Section 5.1(a) or (b) (the “Test Date”), has (a) revenues in excess of 1.0% of the Borrower’s
                                            consolidated revenues for the twelve month period preceding the Test Date or (b) total assets in excess of 2.0% of Consolidated Total Assets as of the Test Date; provided, that if at any time all Domestic Subsidiaries (other than an HMO Subsidiary or Insurance Subsidiary) that are not Guarantors account in the aggregate for
                                            greater than (i) ten percent (10%) of the Borrower’s consolidated revenues for the twelve month period preceding any Test Date or (ii) ten percent (10%) of Consolidated Total Assets as of any Test Date, then the
                                            Borrower shall cause one or more of such Domestic Subsidiaries to become Guarantors pursuant to Section 5.10 such that
                                            immediately thereafter the remaining Domestic Subsidiaries (other than an HMO Subsidiary, an Insurance Subsidiary or any Subsidiary which is required by Law to maintain levels of solvency, or capital, or net
                                            assets that would not be achieved if it provided a full and unconditional guaranty of the Obligations) that are not Guarantors shall not exceed either threshold set forth in clause (i) or (ii) of this proviso. 
                                            Notwithstanding the foregoing, Molina Healthcare Data Center, Inc., a New Mexico corporation (“Data Center”), shall not
                                            be a Material Domestic Subsidiary so long as Data Center has any amounts subject to tax recapture as a result of its participation in the U.S. federal government’s New Market Tax Credit Program.

                                           

                                          “Material

                                                Indebtedness” shall mean any Indebtedness (other than the Loans and Letters of Credit) and Hedging Obligations of the Borrower or any of its Restricted Subsidiaries, individually or in an aggregate
                                            committed or outstanding principal amount exceeding $100,000,000.  For purposes of determining the amount of attributed Indebtedness from Hedging Obligations, the “principal amount” of any Hedging Obligations at
                                            any time shall be the Net Mark-to-Market Exposure of such Hedging Obligations.

                                          
                                            23

                                            
                                              


                                          

                                          
                                            “Material

                                                  License” shall mean (i) as to any Person, any license, permit authorization or consent from a Governmental Authority or other Person and any registration, notice of filing with a Governmental
                                              Authority or other Person which if not obtained, held or made would have a Material Adverse Effect, and (ii) as to any other Person who is a party to this Agreement or any of the other Loan Documents, any
                                              license, permit, authorization or consent from a Governmental Authority or other Person and any registration, notice or filing with a Governmental Authority or other Person that is necessary for the execution
                                              or performance by such party, or the validity or enforceability against such party, of this Agreement or such other Loan Document.

                                             

                                            “Medicaid”
                                              shall mean that means-tested entitlement program under Title XIX of the Social Security Act, which provides Federal grants to States for medical assistance based on specific eligibility criteria, as set forth
                                              at Section 1396, et seq. of Title 42 of the United States Code, as amended, and any statute succeeding thereto.

                                             

                                            “Medicaid

                                                  Regulations” shall mean (a) all Federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting the medical assistance program established by Title XIX of the
                                              Social Security Act and any statues succeeding thereto, (b) all applicable provisions of all Federal rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to or in
                                              connection with the statues described in clause (a) above and all Federal administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to or in
                                              connection with the statues described in clause (a) above, (c) all state statutes and plans for medical assistance enacted in connection with the statutes and provisions described in clauses (a) and (b) above,
                                              and (d) all applicable provisions of all rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to or in connection with the statutes described in clause (c) above and all
                                              state administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to or in connection with the statutes described in clause (b) above, in each
                                              case as may be amended, supplemented or otherwise modified from time to time.

                                             

                                            “Medical

                                                  Reimbursement Programs” shall mean, collectively, the Medicare, Medicaid and TRICARE programs and any other health care program operated by or financed in whole or in part by any foreign or
                                              domestic Federal, state or local government and any other non-government funded thirty-party payor programs to which  the Borrower or any Subsidiary is subject.

                                             

                                            “Medicare”
                                              shall mean that government-sponsored entitlement program under Title XVIII 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.

                                             

                                            “Medicare

                                                  Regulations” shall mean, collectively, (a) all Federal statues (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting the health insurance program for the aged and
                                              disabled established by Title XVIII of the Social Security Act and any statues succeeding thereto and (b) all applicable provisions of all rules, regulations, manuals and orders and administrative,
                                              reimbursement and other guidelines having the force of law of all Governmental Authorities (including CMS, the OIG, HHS or any person succeeding to the functions of any of the foregoing) promulgated pursuant to
                                              or in connection with any of the foregoing having the force of law, as each may be amended, supplemented or otherwise modified from time to time.

                                            
                                              24

                                              
                                                


                                            

                                            
                                              “Molina Family” shall mean, collectively, (a) Joseph M. Molina, Mary Martha Bernadett, John C. Molina, Janet M. Watt or Josephine Molina, (b) the spouse and lineal descendants and
                                                spouses of lineal descendants of any Person named in clause (a), (c) the estates and legal representatives of any Person named in clauses (a) or (b), and/or (d) trusts established for the benefit of any
                                                Person named in clauses (a) or (b) and controlled by any Person named in clauses (a) or (b).

                                               

                                              “Moody’s” shall mean Moody’s Investors Service, Inc. or any successor to the ratings agency business thereof.

                                               

                                              “Multiemployer Plan” shall mean any employee benefit plan of the type described in Section 4001(a)(3) of ERISA to which the Borrower makes or is obligated to make contributions or with
                                                respect to which Borrower has any liability (including on account of an ERISA Affiliate).

                                               

                                              “Net Mark-to-Market Exposure” of any Person shall mean, as of any date of determination with respect to any Hedging Obligation, the excess (if any) of all unrealized losses over all
                                                unrealized profits of such Person arising from such Hedging Obligation.  “Unrealized losses” shall mean the fair market value of the cost to such Person of replacing the Hedging Transaction giving rise to
                                                such Hedging Obligation as of the date of determination (assuming the Hedging Transaction were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such
                                                Person of replacing such Hedging Transaction as of the date of determination (assuming such Hedging Transaction were to be terminated as of that date).

                                               

                                              “Non-Defaulting Lender” shall mean, at any time, a Lender that is not a Defaulting Lender.

                                               

                                              “Non-Recourse Debt” shall mean, Indebtedness: (a) as to which neither the Borrower nor any of its Restricted Subsidiaries (i) provides credit support of any kind (including any
                                                undertaking, agreement or instrument that would constitute Indebtedness), (ii) is directly or indirectly liable as a guarantor or otherwise, or (iii) constitutes the lender; and (b) as to which the lenders
                                                have been notified in writing that they will not have any recourse to the stock or assets of the Borrower or any of its Restricted Subsidiaries, in each case other than with respect to the pledge of Capital
                                                Stock of any obligor securing such Indebtedness.

                                               

                                              “Note” shall have the meaning set forth in Section 2.10(b).

                                               

                                              “Notices of Borrowing” shall mean, collectively, the Notices of Revolving Borrowing and the Notices of Swingline Borrowing.

                                               

                                              “Notice of Conversion/Continuation” shall mean the notice given by the Borrower to
                                                the Administrative Agent in respect of the conversion or continuation of an outstanding Borrowing as provided in Section 2.7(b).

                                               

                                              “Notice of Revolving Borrowing” shall have the meaning set forth in Section 2.3.

                                               

                                              “Notice of Swingline Borrowing” shall have the meaning set
                                                forth in Section 2.4.

                                              
                                                25

                                                
                                                  


                                              

                                              
                                                “Obligations” shall mean, collectively, (a) all amounts owing by the Loan Parties to the Administrative Agent, the Issuing Bank, any Lender (including the Swingline Lender) or the
                                                  Arrangers pursuant to or in connection with this Agreement or any other Loan Document or otherwise with respect to any Loan or Letter of Credit including without limitation, all principal, interest
                                                  (including any interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for
                                                  post-filing or post-petition interest is allowed in such proceeding), all reimbursement obligations, fees, expenses, indemnification and reimbursement payments, costs and expenses (including all fees and
                                                  expenses of counsel to the Administrative Agent, the Issuing Bank and any Lender (including the Swingline Lender) incurred pursuant to this Agreement or any other Loan Document), whether direct or indirect,
                                                  absolute or contingent, liquidated or unliquidated, now existing or hereafter arising hereunder or thereunder, (b) all Hedging Obligations owed by any Loan Party to any Lender-Related Hedge Provider
                                                  permitted by Section 7.10, and (c) all Bank Product Obligations,  together with all renewals, extensions,
                                                  modifications or refinancings of any of the foregoing; provided, that “Obligations” of a Guarantor shall exclude
                                                  any Excluded Swap Obligations of such Guarantor.

                                                 

                                                “OFAC” shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.

                                                 

                                                “Off-Balance Sheet Liabilities” of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person,
                                                  (ii) any liability of such Person under any sale and leaseback transactions, including (x) the sale and leaseback of the Molina Center located in Long Beach California, and the Ohio health plan office
                                                  building located in Columbus, Ohio and (y) any other sale and leaseback transactions, whether or not such transactions create a liability on the balance sheet of such Person, (iii) any Synthetic Lease
                                                  Obligation or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance
                                                  sheet of such Person.

                                                 

                                                “OIG” shall mean the Office of Inspector General of HHS and any successor thereof.

                                                 

                                                “Organization Documents” shall mean, (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.

                                                 

                                                “OSHA” shall mean the Occupational Safety and Health Act of 1970, as amended from time to time, and any successor statute.

                                                 

                                                “Other Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing
                                                  such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security
                                                  interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

                                                
                                                  26

                                                  
                                                    


                                                

                                                
                                                  “Other Taxes” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the
                                                    execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that
                                                    are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.25).

                                                   

                                                  “Parent Company” shall mean, with respect to a Lender, the bank holding company (as defined in Regulation Y), if any, of such Lender, and/or any Person owning, beneficially or of
                                                    record, directly or indirectly, a majority of the shares of such Lender.

                                                   

                                                  “Participant” shall have the meaning set forth in Section 11.4(d).

                                                   

                                                  “Participant Register” shall have the meaning set forth in Section 11.4(e).

                                                   

                                                  “Payment Office” shall mean the office of the Administrative Agent located at 3333 Peachtree Road, NE, Atlanta, Georgia 30326, or such other location as to which the Administrative
                                                    Agent shall have given written notice to the Borrower and the other Lenders.

                                                   

                                                  “PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and
                                                    defined in ERISA, and any successor entity performing similar functions.

                                                   

                                                  “Permitted Acquisition” shall mean (a) the Magellan Acquisition and (b) an Investment consisting of an Acquisition by the Borrower or any Restricted Subsidiary, provided that (i) subject, in the case of a Limited Condition Acquisition in accordance with Section 1.8, no Default or Event of Default shall have occurred and be continuing or would result from such Acquisition, (ii) the
                                                    property acquired (or the property of the Person acquired) in such Acquisition is used or useful in the same or a similar line of business as the Borrower and its Restricted Subsidiaries were engaged in
                                                    on the Closing Date (or any reasonable extensions or expansions thereof), (iii) in the case of an Acquisition of the Capital Stock of another Person, the board of directors (or other comparable governing
                                                    body) of such other Person shall have duly approved such Acquisition, (iv) subject, in the case of a Limited Condition Acquisition in accordance with Section 1.8, if the consideration for such Acquisition exceeds 10.0% of Consolidated Total Assets immediately prior to giving effect to such Acquisition, the
                                                    Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such Acquisition on a Pro Forma Basis, the Loan Parties would be in
                                                    compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the
                                                    four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section
                                                        5.1(a) or (b), (v) subject, in the case of a Limited Condition Acquisition in accordance with Section 1.8, the representations and warranties made by the Loan Parties in each Loan Document shall be true and
                                                    correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto) and (vi) if such transaction involves the purchase of an interest in a partnership
                                                    between any Loan Party as a general partner and entities unaffiliated with the Borrower as the other partners, such transaction shall be effected by having such equity interest acquired by a corporate
                                                    holding company directly or indirectly wholly‐owned by such Loan Party newly formed for the sole purpose of effecting such transaction.

                                                  
                                                    27

                                                    
                                                      


                                                  

                                                  
                                                    “Permitted Encumbrances” shall mean:

                                                     

                                                    (a)     Liens imposed by Law for taxes not yet due or which are being contested in good faith by appropriate proceedings diligently
                                                        conducted and with respect to which adequate reserves are being maintained in accordance with GAAP;

                                                     

                                                    (b)     statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen and other Liens imposed by Law in the ordinary
                                                        course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with
                                                        GAAP;

                                                     

                                                    (c)     pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and
                                                        other social security Laws or regulations;

                                                     

                                                    (d)     deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance
                                                        bonds and other obligations of a like nature, in each case in the ordinary course of business;

                                                     

                                                    (e)     judgment and attachment liens not giving rise to a Default or an Event of Default or Liens created by or existing from any
                                                        litigation or legal proceeding that are currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP;

                                                     

                                                    (f)     customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or
                                                        common law of banks or other financial institutions where Borrower or any of its Restricted Subsidiaries maintains deposits (other than deposits intended as cash collateral) in the ordinary course of
                                                        business; and

                                                     

                                                    (g)    easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by Law or arising in the ordinary
                                                        course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of
                                                        the Borrower and its Restricted Subsidiaries taken as a whole;

                                                     

                                                    provided, that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

                                                     

                                                    “Permitted Investments” shall mean:

                                                     

                                                    (a)     direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States
                                                        (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof;

                                                     

                                                    (b)     commercial paper having the highest rating, at the time of acquisition thereof, of S&P or Moody’s and in either case maturing
                                                        within six months from the date of acquisition thereof;

                                                     

                                                    (c)     certificates of deposit, bankers’ acceptances and time deposits maturing within 180 days of the date of acquisition thereof
                                                        issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the Laws of the United States or any state
                                                        thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

                                                     

                                                    
                                                      28

                                                      
                                                        


                                                    

                                                    (d)     fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and
                                                        entered into with a financial institution satisfying the criteria described in clause (c) above;

                                                     

                                                    (e)     mutual funds investing solely in any one or more of the Permitted Investments described in clauses (a) through (d) above;

                                                     

                                                    (f)     investments by an HMO Subsidiary or Insurance Subsidiary in all cases of the types and in the amounts (i) that qualify as
                                                        “Admitted Assets” (or the substantive equivalent thereof under the laws of the relevant jurisdiction) as determined by such HMO Subsidiary or Insurance Subsidiary’s Primary Regulator, (ii) in the case
                                                        of jurisdictions outside the United States, assets that are permissible investments for such HMO Subsidiary or Insurance Subsidiary pursuant to the regulatory regime administrated by the Primary
                                                        Regulator and (iii) that at the time such investment was made qualified as “Admitted Assets” (or the substantive equivalent thereof under the laws of the relevant jurisdiction) as determined by such
                                                        HMO Subsidiary or Insurance Subsidiary’s Primary Regulator at such time, but no longer qualify as “Admitted Assets” (or the substantive equivalent thereof under the laws of the relevant jurisdiction),
                                                        provided that the aggregate value of Investments permitted to be outstanding at any one time in reliance on
                                                        this clause (iii) shall not exceed an amount equal to 10% of the aggregate total fair market value of all “Admitted Assets” (or the substantive equivalent thereof under the laws of the relevant
                                                        jurisdiction) as determined by such HMO Subsidiary or Insurance Subsidiary’s Primary Regulator, in each case measured as of the most recently completed fiscal quarter for which financial statements
                                                        prepared in accordance with statutory accounting standards are available; and

                                                     

                                                    (g)     investments made in accordance with the Borrower’s Investment Policy dated as of January 30, 2019, which has been
                                                        disclosed to the Administrative Agent.

                                                     

                                                    “Permitted Subordinated Debt” shall mean any Indebtedness of the Borrower or any Restricted Subsidiary evidenced by the Subordinated Debt Documents or otherwise on terms and
                                                      (including without limitation subordination provisions) acceptable to the Administrative Agent and the Required Lenders.

                                                     

                                                    “Person” shall mean any individual, partnership, firm, corporation, association, joint venture, limited liability company, trust or other entity, or any Governmental Authority.

                                                     

                                                    “Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of
                                                      ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of
                                                      ERISA.

                                                     

                                                    “Primary Regulator” shall mean the state regulator having primary jurisdiction over the relevant HMO Subsidiary or Insurance Subsidiary.

                                                    
                                                      29

                                                      
                                                        


                                                    

                                                    
                                                      “Pro Forma Basis” shall mean, for purposes of calculating compliance with respect to any Asset Sale, Recovery Event, Acquisition, Restricted Payment or incurrence of
                                                        Indebtedness, or any other transaction subject to calculation on a “Pro Forma Basis” as indicated herein, that such transaction shall be deemed to have occurred as of the first day of the period of
                                                        four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section
                                                            5.1(a) or (b).  For purposes of any such calculation in respect of any Acquisition, (a) any
                                                        Indebtedness incurred or assumed in connection with such transaction that is not retired in connection with such transaction (i) shall be deemed to have been incurred as of the first day of the
                                                        applicable period and (ii) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing
                                                        the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination, (b) income statement items (whether positive or negative) and Capital Expenditures
                                                        attributable to the Person or property acquired shall be included beginning as of the first day of the applicable period and (c) no adjustments for unrealized synergies shall be included.

                                                       

                                                      “Pro Forma Compliance Certificate” shall mean a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial
                                                        covenants set forth in Article VI recomputed as of the end of the period of the four fiscal quarters most
                                                        recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis.

                                                       

                                                      “Pro Rata Share” shall mean (a) with respect to any Commitment of any Lender at any time, a percentage, the numerator of which shall be such Lender’s Commitment (or if
                                                        such Commitments have been terminated or expired or the Loans have been declared to be due and payable, such Lender’s Revolving Credit Exposure), and the denominator of which shall be the sum of such
                                                        Commitments of all Lenders (or if such Commitments have been terminated or expired or the Loans have been declared to be due and payable, all Revolving Credit Exposure of all Lenders) and (b) with
                                                        respect to all Commitments of any Lender at any time, the numerator of which shall be the sum of such Lender’s Revolving Commitment (or if such Revolving Commitments have been terminated or expired or
                                                        the Loans have been declared to be due and payable, such Lender’s Revolving Credit Exposure) and the denominator of which shall be the sum of all Lenders’ Revolving Commitments (or if such Revolving
                                                        Commitments have been terminated or expired or the Loans have been declared to be due and payable, all Revolving Credit Exposure of all Lenders funded under such Commitments).

                                                       

                                                      “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. §–5390(c)(8)(D).

                                                       

                                                      “QFC Credit Support” shall have the meaning provided in Section 11.19.

                                                       

                                                      “Qualified Cash” shall mean cash or Permitted Investments of the Borrower, other than Specified Cash, (a) that does not appear (or would not be required to appear) as
                                                        “restricted” on a consolidated balance sheet of the Borrower and (b) that is not subject to a Lien (other than Liens of the type described in Sections 7.2(a) and (i)).

                                                       

                                                      “Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guaranty or
                                                        grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Loan Party 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.

                                                       

                                                      “Recipient” shall mean (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank as applicable.

                                                       

                                                      
                                                        30

                                                        
                                                          


                                                      

                                                      “Recovery Event” shall mean any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of the Borrower or any
                                                        Restricted Subsidiary.

                                                       

                                                      “Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor
                                                        regulations.

                                                       

                                                      “Regulation T” shall mean Regulation T of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor
                                                        regulations.

                                                       

                                                      “Regulation U” shall mean Regulation U of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor
                                                        regulations.

                                                       

                                                      “Regulation X” shall mean Regulation X of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor
                                                        regulations.

                                                       

                                                      “Regulation Y” shall mean Regulation Y of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor
                                                        regulations.

                                                       

                                                      “Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective managers, administrators, trustees, partners, directors,
                                                        officers, employees, agents, advisors or other representatives of such Person and such Person’s Affiliates.

                                                       

                                                      “Release” shall mean any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into the
                                                        environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture.

                                                       

                                                      “Relevant Governmental Body” shall mean the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the
                                                        Federal Reserve Board and/or the Federal Reserve Bank of New York or any successors thereto.

                                                       

                                                      “Required Lenders” shall mean, at any time, Lenders holding more than 50% of the aggregate outstanding Revolving Commitments at such time or, if the Lenders have no
                                                        Commitments outstanding, then Lenders holding more than 50% of the aggregate Revolving Credit Exposure; provided
                                                        that to the extent that any Lender is a Defaulting Lender, such Defaulting Lender and all of its Revolving Commitments and Revolving Credit Exposure shall be excluded for purposes of
                                                        determining Required Lenders.

                                                       

                                                      “Resolution Authority” shall mean an EEA Resolution Authority, or, with respect to any UK Financial Institution, a UK Resolution Authority.

                                                       

                                                      “Responsible Officer” shall mean, with respect to any Person, any of the chairman of the board, chief executive officer, chief financial officer, president, chief
                                                        accounting officer, chief legal officer, any executive vice president, senior vice president or vice president, the treasurer or the secretary or such other representative of such Person as may be
                                                        designated in writing by any one of the foregoing with the consent of the Administrative Agent; and, with respect to the financial covenants only, the chief financial officer, the chief accounting
                                                        officer or the treasurer of such Person.

                                                      
                                                        31

                                                        
                                                          


                                                      

                                                      
                                                        “Restricted Investment” shall mean any Investment other than an Investment permitted under Section

                                                              7.4.

                                                         

                                                        “Restricted Payment” shall mean (a) any dividend or other distribution (whether in cash, securities or other property) with respect to any Capital Stock of any Person,
                                                          or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition,
                                                          cancellation or termination of any such Capital Stock or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof), or any option,
                                                          warrant or other right to acquire any such dividend or other distribution or payment, (b) any payment on, or with respect to, the purchase, redemption, defeasance, acquisition or retirement for
                                                          value of any Permitted Subordinated Debt (excluding any intercompany Indebtedness between or among the Borrower or any of its Restricted Subsidiaries), other than a payment of interest or principal
                                                          to the extent permitted under Section 7.13 and (c) any Restricted Investment.

                                                         

                                                        “Restricted Subsidiary” shall mean any Subsidiary that is not an Unrestricted Subsidiary.

                                                         

                                                        “Revolving Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Revolving Loans to the Borrower and to acquire participations in
                                                          Letters of Credit and Swingline Loans in an aggregate principal amount not exceeding the amount set forth with respect to such Lender on Schedule I, as such schedule may be amended pursuant to Section 2.23, or in the case of a Person becoming a Lender after the Closing Date, the amount of the assigned
                                                          “Revolving Commitment” as provided in the Assignment and Acceptance executed by such Person as an assignee,  or the joinder executed by such Person, in each case as such commitment may subsequently
                                                          be increased or decreased pursuant to terms hereof.

                                                         

                                                        “Revolving Commitment Termination Date” shall mean the earliest of (i) June 8, 2025, (ii) the date on which the Revolving Commitments are terminated pursuant to Section 2.8 and (iii) the date on which all amounts outstanding under this Agreement have been declared or have
                                                          automatically become due and payable (whether by acceleration or otherwise).

                                                         

                                                        “Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans, LC
                                                          Exposure and Swingline Exposure.

                                                         

                                                        “Revolving Loan” shall mean a loan made by a Lender (other than the Swingline Lender) to the Borrower under its Revolving Commitment, which may either be a Base Rate
                                                          Loan or a Eurodollar Loan.

                                                         

                                                        “S&P” shall mean Standard & Poor’s Ratings Service, or any successor to the ratings agency business thereof.

                                                         

                                                        “Sanctioned Country” shall mean, at any time, a country, region or territory that is, or whose government is, the subject or target of any Sanctions.

                                                         

                                                        “Sanctioned Person” shall  mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of
                                                          State, the United Nations Security Council, the European Union, any EU member state or Her Majesty’s Treasury of the United Kingdom, (b) any Person located, organized or resident in a Sanctioned
                                                          Country or (c) any Person controlled by any such Person.

                                                        
                                                          32

                                                          
                                                            


                                                        

                                                        
                                                          “Sanctions” shall mean economic or financial sanctions or trade embargoes administered or enforced from time to time by (a) the U.S. government, including those
                                                            administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom or any other applicable
                                                            governmental authority.

                                                           

                                                          “Screen Rate” shall mean the rate specified in clause (i) of the definition of Adjusted LIBOR.

                                                           

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

                                                           

                                                          “Social Security Act” shall mean the Social Security Act of 1965 as set forth in Title 42 of the United States Code, as amended, and any successor statute thereto, as
                                                            interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time.  References of section of the Social Security Act shall be construed to refer to any
                                                            successor sections.

                                                           

                                                          “SOFR” with respect to any day shall mean the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of
                                                            the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website.

                                                           

                                                          “Solvent” shall mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total
                                                            amount of liabilities, including subordinated and contingent liabilities, of such Person; (b) the present fair saleable value of the assets of such Person is not less than the amount that will be
                                                            required to pay the probable liability of such Person on its debts and liabilities, including subordinated and contingent liabilities as they become absolute and matured; (c) such Person does not
                                                            intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; (d) such Person is not engaged in a business or
                                                            transaction, and is not about to engage in a business or transaction, for which such Person’s property would constitute an unreasonably small capital; (e) such Person is able to pay its debts and
                                                            other liabilities, contingent obligations and other commitments as they mature in the ordinary course of business and (f) such Person does not intend, in any transaction, to hinder, delay or
                                                            defraud either present or future creditors or any other person to which such Person is or will become, through such transaction, indebted.  The amount of contingent liabilities (such as
                                                            litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that
                                                            would reasonably be expected to become an actual or matured liability.

                                                           

                                                          “Specified Cash” shall mean cash of the Borrower that constitutes, and Permitted Investments of the Borrower that are made with, the net cash proceeds of Indebtedness
                                                            permitted to be incurred under Section 7.1 (the “Specified Indebtedness”), that are either (a) subject to customary escrow arrangements between the Borrower and the holders of such Specified Indebtedness
                                                            prior to their use for one of the following purposes: (i) refinancing, tendering for, or otherwise redeeming or repaying Indebtedness of the Borrower or its Restricted Subsidiaries or (ii) to
                                                            finance any Permitted Acquisition that has been identified in writing to the Administrative Agent with a closing date that is not later than 365 days after the incurrence of such Specified
                                                            Indebtedness or (b) held in a segregated account of the Borrower and subject to a covenant in the documentation for such Specified Indebtedness that restricts the use of such cash or Permitted
                                                            Investments of the Borrower to the limited purpose of (i) refinancing, tendering for, or otherwise redeeming or repaying Indebtedness of the Borrower or its Restricted Subsidiaries or (ii) paying
                                                            interest on the Specified Indebtedness; provided, that if such cash or Permitted Investments no longer satisfy the conditions in this clause (b), they shall cease to constitute Specified Cash hereunder.

                                                          
                                                            33

                                                            
                                                              


                                                          

                                                          
                                                            “Specified Event of Default” means any Event of Default pursuant to Section
                                                                  8.1(a), (b), (h) or (i).

                                                             

                                                            “Specified Loan Party” shall mean each Loan Party that is, at the time on which the relevant Guarantee or grant of the relevant security interest under the
                                                              Loan Documents by such Loan Party becomes effective with respect to a Swap Obligation, a corporation, partnership, proprietorship, organization, trust or other entity that would not be an
                                                              “eligible contract participant” under the Commodity Exchange Act at such time but for the effect of Section 10.8.

                                                             

                                                            “Subordinated Debt Documents” shall mean all indentures, agreements, notes, guaranties and other material agreements governing or evidencing any Permitted
                                                              Subordinated Debt and all other material documents relating thereto.

                                                             

                                                            “Subsidiary” shall mean, with respect to any Person (the “parent”),

                                                              any corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s
                                                              consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, (a) of which securities or other ownership interests representing more than
                                                              50% of the equity or more than 50% of the ordinary voting power, or in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or
                                                              held, or (b) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.  Unless
                                                              otherwise indicated, all references to “Subsidiary” hereunder shall mean a Subsidiary of the Borrower.

                                                             

                                                            “Supported QFC” shall have the meaning provided in Section 11.19.

                                                             

                                                            “Swap Obligations” shall mean 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.

                                                             

                                                            “Swingline Commitment” shall mean the commitment of the Swingline Lender to make Swingline Loans in an aggregate principal amount at any time outstanding
                                                              not to exceed $15,000,000.

                                                             

                                                            “Swingline Exposure” shall mean, with respect to each Lender, the principal amount of the Swingline Loans in which such Lender is legally obligated either
                                                              to make a Base Rate Loan or to purchase a participation in accordance with Section 2.4, which shall
                                                              equal such Lender’s Pro Rata Share of all outstanding Swingline Loans.

                                                             

                                                            “Swingline Lender” shall mean Truist Bank in its capacity as provider of Swingline Loans, or any successor swingline lender hereunder.

                                                             

                                                            “Swingline Loan” shall mean a loan made to the Borrower by the Swingline Lender under the Swingline Commitment.

                                                             

                                                            “Synthetic Lease” shall mean a lease transaction under which the parties intend that (i) the lease will be treated as an “operating lease” by the lessee
                                                              pursuant to Accounting Standards Codification Sections 840-10 and 840-20, as amended and (ii) the lessee will be entitled to various tax and other benefits ordinarily available to owners (as
                                                              opposed to lessees) of like property.

                                                            
                                                              34

                                                              
                                                                


                                                            

                                                            
                                                              “Synthetic Lease Obligations” shall mean, with respect to any Person, the sum of (i) all remaining rental obligations of such Person as lessee under
                                                                Synthetic Leases which are attributable to principal and, without duplication, (ii) all rental and purchase price payment obligations of such Person under such Synthetic Leases assuming such
                                                                Person exercises the option to purchase the lease property at the end of the lease term.

                                                               

                                                              “Taxes” shall mean 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 SOFR” shall mean the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

                                                               

                                                              “Trading with the Enemy Act” shall mean the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et seq.), as amended and in
                                                                effect from time to time.

                                                               

                                                              “TRICARE” shall mean the United States Department of Defense health care programs for active duty military, active duty service families, retirees and
                                                                their families and other beneficiaries, including TRICARE Prime and TRICARE Standard, and any successor or predecessor thereof.

                                                               

                                                              “Truist” shall mean Truist Bank and its successors.

                                                               

                                                               “Type”, when used in reference to a Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is
                                                                determined by reference to the Adjusted LIBOR or the Base Rate.

                                                               

                                                              “UK Financial Institution” shall mean any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by
                                                                the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial
                                                                Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

                                                               

                                                              “UK Resolution Authority” shall mean the Bank of England or any other public administrative authority having responsibility for the resolution of any UK
                                                                Financial Institution.

                                                               

                                                              “Unadjusted Benchmark Replacement” shall mean the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

                                                               

                                                              “United States” or “U.S.” shall mean the United States of
                                                                America.

                                                               

                                                              “Unrestricted Subsidiary” shall mean (a) any Subsidiary that is designated by the Borrower as an Unrestricted Subsidiary pursuant to a resolution of the
                                                                board of directors (or other comparable governing body) of the Borrower and (b) any Subsidiary of an Unrestricted Subsidiary, but in each case, only to the extent that such Subsidiary:

                                                               

                                                              (a)     has no Indebtedness other than Non-Recourse Debt;

                                                              
                                                                35

                                                                
                                                                  


                                                              

                                                              
                                                                (b)    except as permitted by Section 7.7,
                                                                    is not party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or
                                                                    understanding are not less favorable in any material respect to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates
                                                                    of the Borrower;

                                                                 

                                                                (c)     is a Person with respect to which neither the Borrower nor any of its Restricted Subsidiaries has any direct or
                                                                    indirect obligation to (x) subscribe for additional Capital Stock or (y) maintain or preserve such Person’s financial condition or cause such Person to achieve any specified levels of
                                                                    operating results; and

                                                                 

                                                                (d)     has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Borrower
                                                                    or any of its Restricted Subsidiaries.

                                                                 

                                                                Any Subsidiary of a Subsidiary of the Borrower designated
                                                                  by the board of directors of the Borrower as an Unrestricted Subsidiary shall also be an Unrestricted Subsidiary.

                                                                 

                                                                “U.S. Person” shall mean any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

                                                                 

                                                                “U.S. Special Resolution Regime” shall have the meaning provided in Section 11.19.

                                                                 

                                                                “U.S. Tax Compliance Certificate” shall have the meaning set forth in Section 2.20(g).

                                                                 

                                                                “Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as
                                                                  such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                                                                 

                                                                “Withholding Agent” shall mean any Loan Party and the Administrative Agent.

                                                                 

                                                                “Write-Down and Conversion Powers” shall mean: (a) 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; and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a
                                                                  liability of any UK Financial Institution, or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of
                                                                  that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it, or to suspend any obligation in respect of that
                                                                  liability, or any of the powers under that Bail-In legislation that are related or ancillary to any of those powers.

                                                                 

                                                                Section 1.2.     Classifications of Loans and
                                                                        Borrowings.  For purposes of this Agreement, Loans may be classified and referred to by Class (e.g. a “Revolving Loan”) or by Type (e.g. a “Eurodollar Loan” or “Base Rate
                                                                    Loan”) or by Class and Type (e.g. “Revolving Eurodollar Loan”).  Borrowings also may be classified and referred to by Class (e.g. “Revolving Borrowing”) or by Type (e.g. “Eurodollar
                                                                    Borrowing”) or by Class and Type (e.g. “Revolving Eurodollar Borrowing”).

                                                                 

                                                                
                                                                  36

                                                                  
                                                                    


                                                                

                                                                Section 1.3.     Accounting Terms and Determination.

                                                                 

                                                                  

                                                                
                                                                  (a)     Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting
                                                                      determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied
                                                                      on a basis consistent with the most recent audited consolidated financial statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the
                                                                      Administrative Agent that the Borrower wishes to amend any covenant in Article VI to eliminate
                                                                      the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of
                                                                      GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower
                                                                      and the Required Lenders.

                                                                   

                                                                  (b)     Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein
                                                                      shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Section
                                                                      825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of  any Loan Party or any Subsidiary of any Loan
                                                                      Party at "fair value", as defined therein.  Without limiting the foregoing, leases
                                                                      shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any
                                                                      change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

                                                                   

                                                                  (c)     Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial
                                                                      covenants in Article VI (including for purposes of determining the Applicable Rate and any
                                                                      transaction that by the terms of this Agreement requires that any financial covenant contained in Article VI be calculated on a Pro Forma Basis) shall be made on a Pro Forma Basis with
                                                                      respect to any Asset Sale, Recovery Event, an increase in the Revolving Commitments and/or establishment of an Incremental Term Loan, or Acquisition occurring during such period.

                                                                   

                                                                  Section 1.4.     Terms Generally.  The
                                                                      definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding
                                                                      masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be
                                                                      construed to have the same meaning and effect as the word “shall”.  In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and
                                                                      including” and the word “to” means “to but excluding”.  Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein
                                                                      shall be construed as referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, restated, supplemented or
                                                                      otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include
                                                                      such Person’s successors and permitted assigns, (iii) the words “hereof”, “herein” and “hereunder” and words of similar import shall be construed to refer to this Agreement as a whole
                                                                      and not to any particular provision hereof, (iv) all references to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules to
                                                                      this Agreement, (v) all references to a specific time shall be construed to refer to the time in the city and state of the Administrative Agent’s principal office, unless otherwise
                                                                      indicated and (vi) any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to
                                                                      apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if
                                                                      it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any
                                                                      limited liability company resulting from a division shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture
                                                                      or any other like term shall also constitute such a Person or entity).

                                                                  
                                                                    37

                                                                    
                                                                      


                                                                  

                                                                  
                                                                    Section 1.5.     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.

                                                                     

                                                                    Section 1.6.     Times of Day.  Unless
                                                                        otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

                                                                     

                                                                    Section 1.7.    LIBOR.  None of the Administrative Agent, the Lenders or the Issuing Lender warrants or
                                                                          accepts responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “Adjusted
                                                                          LIBOR”.

                                                                     

                                                                    Section 1.8.     Limited Condition Acquisitions. 
                                                                        Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (a) compliance with any basket, financial ratio or test (including any
                                                                        Consolidated Net Leverage Ratio test or any Consolidated Interest Coverage Ratio test), (b) the absence of a Default or an Event of Default, or (c) a determination as to whether the
                                                                        representations and warranties contained in this Agreement 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 (without duplication of any materiality qualifiers), in each case in connection with the consummation of a Limited
                                                                        Condition Acquisition and any related incurrence of an Incremental Term Loan, the determination of whether the relevant condition is satisfied may be made, at the election of the
                                                                        Borrower, (A) on the date of the execution of the definitive agreement with respect to such Limited Condition Acquisition (such date, the “LCA Test Date”), or (B) on the date on which such Limited Condition Acquisition is consummated, in either case, after giving effect to
                                                                        the relevant Limited Condition Acquisition and any related incurrence of an Incremental Term Loan, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, in
                                                                        connection with any Limited Condition Acquisition: (1) the condition set forth in clause (b)(i)
                                                                        of the definition of “Permitted Acquisition” shall be satisfied if (x) no Default or Event of Default shall have occurred and be continuing as of the applicable LCA Test Date, and (y)
                                                                        no Specified Event of Default shall have occurred and be continuing at the time of consummation of such Limited Condition Acquisition; (2) if the proceeds of an Incremental Term Loan
                                                                        are being used to finance such Limited Condition Acquisition, then (x) the conditions set forth in clause (b)(v) of the definition “Permitted Acquisition”), Section 2.23(d) and Section 3.2(b) shall be required to be satisfied at the time of closing of the Limited Condition
                                                                        Acquisition and funding of such Incremental Term Loan but, if the lenders providing such Incremental Term Loan so agree, the representations and warranties which must be accurate at
                                                                        the time of closing of the Limited Condition Acquisition and funding of such Incremental Term Loan may be

                                                                     

                                                                    
                                                                      38

                                                                      
                                                                        


                                                                    

                                                                    limited to customary “specified representations” and such other
                                                                      representations and warranties as may be required by the lenders providing such Incremental Term Loan, and (y) the conditions set forth in Section 2.23(c) shall, if and to the extent the lenders providing such Incremental Term Loan so agree, be satisfied if (I) no Default or
                                                                      Event of Default shall have occurred and be continuing as of the applicable LCA Test Date, and (II) no Specified Event of Default shall have occurred and be continuing at the time of the
                                                                      funding of such Incremental Term Loan in connection with the consummation of such Limited Condition Acquisition; and (3) such Limited Condition Acquisition and the related Incremental
                                                                      Term Loan to be incurred in connection therewith and the use of proceeds thereof shall be deemed incurred and/or applied at the LCA Test Date (until such time as such Incremental Term
                                                                      Loan is actually incurred or the applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Acquisition) and outstanding thereafter for
                                                                      purposes of determining compliance on a Pro Forma Basis (other than for purposes of determining compliance on a Pro Forma Basis in connection with the making of any Restricted Payment or
                                                                      the prepayment of any Indebtedness) with any financial ratio or test (including any Consolidated Net Leverage Ratio test or any Consolidated Interest Coverage Ratio test, or any
                                                                      calculation of the financial covenants set forth in Article VI) (it being understood and agreed
                                                                      that for purposes of determining compliance on a Pro Forma Basis in connection with the making of any Restricted Payment or prepayment of any Indebtedness, the Borrower shall demonstrate
                                                                      compliance with the applicable test both after giving effect to the applicable Limited Condition Acquisition and assuming that such transaction had not occurred).  For the avoidance of
                                                                      doubt, if any of such ratios or amounts for which compliance was determined or tested as of the LCA Test Date are thereafter exceeded or otherwise failed to have been complied with as a
                                                                      result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated Adjusted EBITDA), at or prior to the consummation of the relevant Limited Condition
                                                                      Acquisition, such ratios or amounts will not be deemed to have been exceeded or failed to be complied with as a result of such fluctuations solely for purposes of determining whether the
                                                                      relevant Limited Condition Acquisition is permitted to be consummated or taken.  Except as set forth in clause
                                                                          (2) in the proviso to the first sentence in this Section 1.8 in connection with
                                                                      the use of the proceeds of an Incremental Term Loan to finance a Limited Condition Acquisition (and, in the case of such clause (2), only if and to the extent the lenders providing such Incremental Term Loan so agree as provided in such clause (2)), it is understood and agreed that this Section 1.8 shall not limit the conditions set forth in Section 3.2
                                                                      with respect to any proposed Borrowing, in connection with a Limited Condition Acquisition or otherwise.

                                                                     

                                                                    ARTICLE II

                                                                      

                                                                      AMOUNT AND TERMS OF THE COMMITMENTS

                                                                     

                                                                    Section 2.1.     General Description of Facilities. 

                                                                        Subject to and upon the terms and conditions herein set forth, (i) the Lenders hereby establish in favor of the Borrower a revolving credit facility pursuant to which each Lender
                                                                        severally agrees (to the extent of such Lender’s Revolving Commitment) to make Revolving Loans to the Borrower in accordance with Section 2.2, (ii) the Issuing Bank may issue Letters of Credit in accordance with Section 2.22, (iii) the Swingline Lender may make Swingline Loans in accordance with Section 2.4 and (iv) each Lender agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant
                                                                        to the terms and conditions hereof; provided, that in no event shall the aggregate principal
                                                                        amount of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed the Aggregate Revolving Commitments in effect from time to time.

                                                                    
                                                                      39

                                                                      
                                                                        


                                                                    

                                                                    
                                                                      Section 2.2.     Revolving Loans. 
                                                                          Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans, ratably in proportion to its Pro Rata Share of the Revolving Commitments,
                                                                          to the Borrower, from time to time during the Availability Period, in an
                                                                          aggregate principal amount outstanding at any time that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (b) the
                                                                          aggregate Revolving Credit Exposures of all Lenders exceeding the Aggregate Revolving Commitments.  During the Availability Period, the Borrower shall be entitled to borrow, prepay
                                                                          and reborrow Revolving Loans in accordance with the terms and conditions of this Agreement; provided,
                                                                          that the Borrower may not borrow or reborrow should there exist a Default or Event of Default.

                                                                       

                                                                      Section 2.3.     Procedure for Revolving
                                                                              Borrowings. The Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Revolving Borrowing
                                                                          substantially in the form of Exhibit 2.3 (a “Notice of Revolving Borrowing”) (x) prior to 11:00 a.m. on the requested date of each Base Rate Borrowing and (y) prior to 11:00
                                                                          a.m. three (3) Business Days prior to the requested date of each Eurodollar Borrowing.  Each Notice of Revolving Borrowing shall be irrevocable and shall specify: (i) the aggregate principal amount of such Borrowing, (ii) the date of such Borrowing
                                                                          (which shall be a Business Day), (iii) the Type of such Revolving Loan comprising such Borrowing and (iv) in the case of a Eurodollar Borrowing, the duration of the initial Interest
                                                                          Period applicable thereto (subject to the provisions of the definition of Interest Period).  Each Revolving Borrowing shall consist of Base Rate Loans or Eurodollar Loans or a combination thereof, as the Borrower may request.  The aggregate principal amount
                                                                          of each Eurodollar Borrowing shall be not less than $5,000,000 or a larger multiple of $1,000,000, and the aggregate principal amount of each Base Rate Borrowing shall not be less
                                                                          than $1,000,000 or a larger multiple of $100,000; provided, that Base Rate Loans made
                                                                          pursuant to Section 2.4 or Section 2.22(d) may be made in lesser amounts as provided therein.  At no time shall the total number of Eurodollar Borrowings outstanding at any time
                                                                          exceed six.  Promptly following the receipt of a Notice of Revolving Borrowing in accordance herewith, the Administrative Agent shall advise each Lender of the details thereof and
                                                                          the amount of such Lender’s Revolving Loan to be made as part of the requested Revolving Borrowing.

                                                                       

                                                                      Section 2.4.     Swingline Commitment.

                                                                       

                                                                      (a)     Subject to the terms and conditions set forth herein, the Swingline Lender may, in its sole discretion, make
                                                                          Swingline Loans to the Borrower, from time to time during the Availability Period, in an aggregate principal amount outstanding at any time not to exceed the lesser of (i) the
                                                                          Swingline Commitment then in effect and (ii) the difference between the Aggregate Revolving Commitments and the aggregate Revolving Credit Exposures of all Lenders; provided, that the Swingline Lender shall not be required to make a Swingline Loan to refinance
                                                                          an outstanding Swingline Loan.  The Borrower shall be entitled to borrow, repay and reborrow Swingline Loans in accordance with the terms and conditions of this Agreement.

                                                                       

                                                                      (b)     The Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in
                                                                          writing) of each Swingline Borrowing substantially in the form of Exhibit 2.4 attached
                                                                          hereto (“Notice of Swingline Borrowing”) prior to 10:00 a.m. on the requested date of each
                                                                          Swingline Borrowing.  Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan
                                                                          (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited.  The Administrative Agent will promptly advise
                                                                          the Swingline Lender of each Notice of Swingline Borrowing.  The aggregate principal amount of each Swingline Loan shall not be less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the
                                                                          Borrower.  The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the
                                                                          Borrower in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. on the requested date of such Swingline Loan.

                                                                      
                                                                        40

                                                                        
                                                                          


                                                                      

                                                                      
                                                                        (c)     The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the
                                                                            Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Borrowing to the Administrative Agent requesting
                                                                            the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan.  Each Lender will make the proceeds of
                                                                            its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.6, and such proceeds will be used solely for the repayment of such Swingline Loan.

                                                                         

                                                                        (d)     If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the
                                                                            Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating
                                                                            interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Borrowing should have occurred.  On the date of such required
                                                                            purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline
                                                                            Lender.

                                                                         

                                                                        (e)     Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.4(c) or to purchase the participating interests pursuant to Section 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any
                                                                            setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Borrower or any other Person for
                                                                            any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of
                                                                            any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by any Loan
                                                                            Party, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.  If such amount is not
                                                                            in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued
                                                                            interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times
                                                                            thereafter.  Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the
                                                                            unpaid participation for all purposes of the Loan Documents.  In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its
                                                                            Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed
                                                                            to fund pursuant to this Section 2.4, until such amount has been purchased in full.

                                                                         

                                                                        Section 2.5.     Reserved.

                                                                        
                                                                          41

                                                                          
                                                                            


                                                                        

                                                                        
                                                                          Section 2.6.     Funding of Borrowings.

                                                                           

                                                                          (a)     Each Lender will make available each Loan to be made by it hereunder on the proposed date thereof by wire
                                                                              transfer in immediately available funds by 2:00 p.m. to the Administrative Agent at the Payment Office; provided, that the Swingline Loans will be made as set forth in Section
                                                                                  2.4.  The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts that it receives, in like funds by the close of
                                                                              business on such proposed date, to an account maintained by the Borrower with the Administrative Agent or at the Borrower’s option, by effecting a wire transfer of such amounts
                                                                              to an account designated by the Borrower to the Administrative Agent.

                                                                           

                                                                          (b)     Unless the Administrative Agent shall have been notified by any Lender prior to 1:00 p.m. on the date of a
                                                                              Borrowing in which such Lender is to participate that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative
                                                                              Agent may assume that such Lender has made such amount available to the Administrative Agent on such date, and the Administrative Agent, in reliance on such assumption, may make
                                                                              available to the Borrower on such date a corresponding amount.  If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date
                                                                              of such Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest at the Federal Funds Rate
                                                                              until the second Business Day after such demand and thereafter at the Base Rate.  If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s
                                                                              demand therefor, the Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent
                                                                              together with interest at the rate specified for such Borrowing.  Nothing in this subsection shall be deemed to relieve any Lender from its obligation to fund its Pro Rata Share
                                                                              of any Borrowing hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder.

                                                                           

                                                                          (c)     All Revolving Borrowings shall be made by the Lenders on the basis of their respective Pro Rata Shares.  No
                                                                              Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make its Loans provided to be made by it
                                                                              hereunder, regardless of the failure of any other Lender to make its Loans hereunder.

                                                                           

                                                                          Section 2.7.     Interest Elections.

                                                                           

                                                                          (a)     Each Borrowing initially shall be of the Type specified in the applicable Notice of Borrowing.  Thereafter,
                                                                              the Borrower may elect to convert such Borrowing into a different Type or to continue such Borrowing, all as provided in this Section 2.7.  The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each
                                                                              such portion shall be allocated ratably among the Lenders holding Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate
                                                                              Borrowing.

                                                                          
                                                                            42

                                                                            
                                                                              


                                                                          

                                                                          
                                                                            (b)     To make an election pursuant to this Section 2.7, the Borrower shall give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) of each
                                                                                Borrowing that is to be converted or continued, as the case may be, substantially in the form of Exhibit

                                                                                    2.7 attached hereto (a “Notice of Conversion/Continuation”) (x) prior
                                                                                to 10:00 a.m. one (1) Business Day prior to the requested date of a conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to a
                                                                                continuation of or conversion into a Eurodollar Borrowing.  Each such Notice of Conversion/Continuation shall be irrevocable and shall specify (i) the Borrowing to which such
                                                                                Notice of Conversion/Continuation applies and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated
                                                                                to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) shall be specified for each resulting Borrowing); (ii) the
                                                                                effective date of the election made pursuant to such Notice of Conversion/Continuation, which shall be a Business Day; (iii) whether the resulting Borrowing is to be a Base
                                                                                Rate Borrowing or a Eurodollar Borrowing; and (iv) if the resulting Borrowing is to be a Eurodollar Borrowing, the Interest Period applicable thereto after giving effect to
                                                                                such election, which shall be a period contemplated by the definition of “Interest Period”.  If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but
                                                                                does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month.  The principal amount of any resulting Borrowing shall
                                                                                satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3.

                                                                             

                                                                            (c)     If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall
                                                                                have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, the Borrower shall be deemed to have elected to convert
                                                                                such Borrowing to a Base Rate Borrowing.  No Borrowing may be converted into, or continued as, a Eurodollar Borrowing if a Default or an Event of Default exists, unless the
                                                                                Administrative Agent and each of the Lenders shall have otherwise consented in writing.  No conversion of any Eurodollar Loans shall be permitted except on the last day of the
                                                                                Interest Period in respect thereof.

                                                                             

                                                                            (d)     Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify
                                                                                each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

                                                                             

                                                                            Section 2.8.     Optional Reduction and
                                                                                    Termination of Commitments.

                                                                             

                                                                            (a)     Unless previously terminated, all Revolving Commitments, Swingline Commitments and LC Commitments shall
                                                                                terminate on the Revolving Commitment Termination Date.

                                                                             

                                                                            (b)     Upon at least three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in
                                                                                writing) to the Administrative Agent (which notice shall be irrevocable), the Borrower may reduce the Aggregate Revolving Commitments in part or in whole; provided, that (i) any partial reduction shall apply to reduce proportionately and
                                                                                permanently the Revolving Commitment of each Lender, (ii) any partial reduction pursuant to this Section

                                                                                    2.8 shall be in an amount of at least $5,000,000 and any larger multiple of $1,000,000, and (iii) no such reduction shall be permitted which would reduce the
                                                                                Aggregate Revolving Commitments to an amount less than the aggregate outstanding Revolving Credit Exposure of all Lenders.  Any such reduction in the Aggregate Revolving
                                                                                Commitments below the principal amount of the Swingline Commitment and the LC Commitment shall result in a dollar-for-dollar reduction in the Swingline Commitment and the LC
                                                                                Commitment.

                                                                            
                                                                              43

                                                                              
                                                                                


                                                                            

                                                                            
                                                                              Section 2.9.     Repayment of Loans. 

                                                                                  The outstanding principal amount of all Revolving Loans and Swingline Loans shall be due and payable (together with accrued and unpaid interest thereon) on the Revolving
                                                                                  Commitment Termination Date.

                                                                               

                                                                              Section 2.10.    Evidence of
                                                                                      Indebtedness.

                                                                               

                                                                              (a)     Each Lender shall maintain in accordance with its usual practice appropriate records evidencing the
                                                                                  Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable thereon
                                                                                  and paid to such Lender from time to time under this Agreement.  The Administrative Agent shall maintain appropriate records in which shall
                                                                                  be recorded (i) the Commitments of each Lender, (ii) the amount of each Loan made hereunder by each Lender, the Class and Type thereof and, in the case of each Eurodollar
                                                                                  Loan, the Interest Period applicable thereto, (iii) the date of each continuation thereof pursuant to Section 2.7, (iv) the date of each conversion of all or a portion thereof to another Type pursuant to Section 2.7, (v) the date and amount of any principal or interest due and payable or to become due and payable from the
                                                                                  Borrower to each Lender hereunder in respect of such Loans and (vi) both the date and amount of any sum received by the Administrative Agent hereunder from the Borrower in
                                                                                  respect of the Loans and each Lender’s Pro Rata Share thereof.  The entries made in such records shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, that the failure or delay of any Lender or the Administrative Agent in maintaining or making
                                                                                  entries into any such record or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans (both principal and unpaid accrued
                                                                                  interest) of such Lender in accordance with the terms of this Agreement.

                                                                               

                                                                              (b)     This Agreement evidences the obligation of the Borrower to repay the Loans and is being executed as a
                                                                                  “noteless” credit agreement.  However, at the request of any Lender (including the Swingline Lender) at any time, the Borrower agrees that it will prepare, execute and
                                                                                  deliver to such Lender a promissory note payable to the order of such Lender in the form of Exhibit

                                                                                      2.10 (a “Note”).  Thereafter, the Loans evidenced by such promissory
                                                                                  note and interest thereon shall at all times (including after assignment permitted hereunder) be represented by one or more promissory notes in such form payable to the order
                                                                                  of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

                                                                               

                                                                              Section 2.11.     Optional Prepayments. 

                                                                                  The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written
                                                                                  notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m.
                                                                                  not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, 11:00 a.m. not less than one Business Day
                                                                                  prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, 11:00 a.m. on the date of such prepayment.  Each such notice shall be irrevocable and
                                                                                  shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid.  Upon receipt of any such notice, the
                                                                                  Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment.  If such notice is given,
                                                                                  the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so
                                                                                  prepaid in accordance with Section 2.13(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period
                                                                                  applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.19. 

                                                                                  Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same
                                                                                  Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.4.  Each prepayment of a Revolving Borrowing shall be applied ratably to the
                                                                                  Loans comprising such Revolving Borrowing.

                                                                              
                                                                                44

                                                                                
                                                                                  


                                                                              

                                                                              
                                                                                Section 2.12.     Mandatory Prepayments. 

                                                                                    If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, as reduced pursuant to Section 2.8 or otherwise, the Borrower shall immediately repay Swingline Loans and Revolving Loans in an amount equal to
                                                                                    such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19.  Each prepayment shall be applied first to the Swingline Loans to the full extent thereof, second to the Base Rate Loans to the
                                                                                    full extent thereof, and finally to Eurodollar Loans to the full extent thereof.  If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the
                                                                                    Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, the Borrower shall Cash Collateralize its reimbursement obligations with respect to
                                                                                    all Letters of Credit in an amount equal to such excess plus any accrued and unpaid fees thereon.

                                                                                 

                                                                                Section 2.13.     Interest on Loans.

                                                                                 

                                                                                (a)    
                                                                                  The Borrower shall pay interest on (i) each Base Rate Loan at the Base Rate plus the Applicable Margin in effect from time to time and (ii) each
                                                                                    Eurodollar Loan at the Adjusted LIBOR for the applicable Interest Period in effect for such Loan plus the Applicable Margin in effect from time to time.

                                                                                 

                                                                                (b)    
                                                                                  The Borrower shall pay interest on each Swingline Loan at the Base Rate plus the Applicable Margin in effect from time to time.

                                                                                 

                                                                                (i)    
                                                                                  Notwithstanding clauses (a) and (b) above, if an Event of Default has
                                                                                    occurred and is continuing, at the option of the Required Lenders, or automatically in the case of an Event of Default under Sections 8.1(a), (h) or (i), the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Loans at the rate per annum equal to two percent (2.00%) above the
                                                                                    otherwise applicable interest rate for such Eurodollar Loans for the then-current Interest Period until the last day of such Interest Period, and thereafter, and with
                                                                                    respect to all Base Rate Loans and all other Obligations hereunder (other than Loans), at the rate per annum equal to two percent (2.00%) above the otherwise applicable
                                                                                    interest rate for Base Rate Loans.

                                                                                 

                                                                                (ii)   
                                                                                  Interest on the principal amount of all Loans shall accrue from and including the date
                                                                                    such Loans are made to but excluding the date of any repayment thereof.  Interest on all outstanding Base Rate Loans and Swingline Loans shall be payable quarterly in arrears on the last day of each March, June, September and December
                                                                                    and on the Revolving Commitment Termination Date.  Interest on all outstanding Eurodollar Loans shall be payable on the last day of each Interest Period applicable thereto,
                                                                                    and, in the case of any Eurodollar Loans having an Interest Period in excess of three months, on each day which occurs every three months after the initial date of such
                                                                                    Interest Period, and on the Revolving Commitment Termination Date.  Interest on any Loan which is converted into a Loan of another Type or which is repaid or prepaid shall
                                                                                    be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof.  All Default Interest shall be
                                                                                    payable on demand.

                                                                                
                                                                                  45

                                                                                  
                                                                                    


                                                                                

                                                                                
                                                                                  (iii)  

                                                                                    The Administrative Agent shall determine each interest rate applicable to the Loans
                                                                                      hereunder and shall promptly notify the Borrower and the Lenders of such rate in writing (or by telephone, promptly confirmed in writing).  Any such determination shall
                                                                                      be conclusive and binding for all purposes, absent manifest error.

                                                                                   

                                                                                  Section 2.14.     Fees.

                                                                                   

                                                                                  (a)    

                                                                                    The Borrower shall pay to the Administrative Agent for its own account fees in the
                                                                                      amounts and at the times previously agreed upon in writing by the Borrower and the Administrative Agent.

                                                                                   

                                                                                  (b)    

                                                                                    The Borrower agrees to pay to the Administrative Agent for the account of each Lender a
                                                                                      commitment fee (the “Commitment Fee”), which shall accrue at the Applicable
                                                                                      Margin on the daily amount of the unused Revolving Commitment of such Lender during the Availability Period.  For purposes of computing the Commitment Fee with respect to the Revolving Commitments, the Revolving Commitment of each
                                                                                      Lender shall be deemed used to the extent of the outstanding Revolving Loans and LC Exposure, but not Swingline Exposure, of such Lender.

                                                                                   

                                                                                  (c)    

                                                                                    The Borrower agrees to pay (i) to the Administrative Agent, for the account of each
                                                                                      Lender, a letter of credit fee with respect to its participation in each Letter of Credit (the “Letter of Credit Fee”), which shall accrue at a rate per annum equal to the Applicable Margin then in effect on the average daily amount of such
                                                                                      Lender’s LC Exposure attributable to such Letter of Credit during the period from and including the date of issuance of such Letter of Credit to but excluding the date on
                                                                                      which such Letter of Credit expires or is drawn in full (such Letter of Credit Fee shall continue to accrue on any LC Exposure that remains outstanding after the
                                                                                      Revolving Commitment Termination Date) and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the rate set forth in the Fee Letter on the
                                                                                      average daily amount of the LC Exposure during the Availability Period (or until the date that such Letter of Credit is irrevocably cancelled, whichever is later), as
                                                                                      well as the Issuing Bank’s standard fees with respect to issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. 
                                                                                      Notwithstanding the foregoing, if the Default Interest has been imposed pursuant to Section

                                                                                          2.13(c), the rate per annum used to calculate the letter of credit fee pursuant to clause (i) above shall automatically be increased by two percent (2.00%).

                                                                                   

                                                                                  (d)    

                                                                                    The Borrower shall pay on the Closing Date to the Administrative Agent and its
                                                                                      affiliates all fees in the Fee Letter that are due and payable on the Closing Date.  The Borrower shall pay on the Closing Date to the Lenders all upfront fees previously
                                                                                      agreed in writing.

                                                                                   

                                                                                  (e)    

                                                                                    Accrued fees under paragraphs (b) and (c) above shall be payable quarterly in arrears on
                                                                                      the last day of each March, June, September and December, commencing on the first such date to occur after the Closing Date and on the Revolving Commitment Termination
                                                                                      Date (and if later, the date the Loans and LC Exposure shall be repaid in their entirety); provided further, that any such fees accruing after the Revolving Commitment Termination
                                                                                      Date shall be payable on demand.

                                                                                  
                                                                                    46

                                                                                    
                                                                                      


                                                                                  

                                                                                  
                                                                                    (f)    

                                                                                      Anything herein to the contrary notwithstanding, during such period as a Lender is a
                                                                                        Defaulting Lender, such Defaulting Lender will not be entitled to Commitment Fees during such period pursuant to Section 2.14(b) or Letter of Credit Fees accruing during such period pursuant to Section 2.14(c)  (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such
                                                                                        fees), provided that (a) to the extent that a portion of the LC Exposure of
                                                                                        such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section
                                                                                            2.26, such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such
                                                                                        Non-Defaulting Lenders, pro rata in accordance with their respective Revolving Commitments and (b) to the extent any portion of such LC Exposure
                                                                                        cannot be so reallocated, such fees will instead accrue for the benefit of and be payable to the Issuing Bank.  The pro rata payment provisions of Section 2.21 shall automatically be deemed adjusted to reflect the provisions of
                                                                                        this subsection (f).

                                                                                     

                                                                                    Section 2.15.     Computation of
                                                                                            Interest and Fees.

                                                                                     

                                                                                    All computations of interest and fees
                                                                                      hereunder shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day).  Each
                                                                                      determination by the Administrative Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and
                                                                                      binding for all purposes.

                                                                                     

                                                                                    Section 2.16.     Inability to
                                                                                            Determine Interest Rates.

                                                                                     

                                                                                    (a)    

                                                                                      If prior to the commencement of any Interest Period for any Eurodollar Borrowing,

                                                                                     

                                                                                    (i)    

                                                                                      the Administrative Agent shall have determined (which determination shall be
                                                                                        conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate means do not exist
                                                                                        for ascertaining the Adjusted LIBOR (including, without limitation, because the Screen Rate is not available or published on a current basis) for such Interest Period,
                                                                                        provided that no Benchmark Transition Event or Early Opt-In Election shall have occurred at such time or for such Interest Period, or

                                                                                     

                                                                                    (ii)    

                                                                                      the Administrative Agent shall have received notice from the Required Lenders that the
                                                                                        Adjusted LIBOR does not adequately and fairly reflect the cost to such Lenders (or Lender, as the case may be) of making, funding or maintaining their (or its, as the
                                                                                        case may be) Eurodollar Loans for such Interest Period,

                                                                                     

                                                                                    the Administrative Agent shall give
                                                                                      written notice (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter.  Until the Administrative Agent
                                                                                      shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) the obligations of the Lenders to make Eurodollar Loans
                                                                                      or to continue or convert outstanding Loans as or into Eurodollar Loans shall be suspended and (B) all such affected Loans shall be converted into Base Rate Loans on the
                                                                                      last day of the then current Interest Period applicable thereto unless the Borrower prepays such Loans in accordance with this Agreement.  Unless the Borrower notifies
                                                                                      the Administrative Agent at least one Business Day before the date of any Eurodollar Borrowing for which a Notice of Revolving Borrowing or Notice of
                                                                                      Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Rate Borrowing.

                                                                                    
                                                                                      47

                                                                                      
                                                                                        


                                                                                    

                                                                                    
                                                                                      (b)    

                                                                                        Notwithstanding anything to the contrary herein or in any other Loan Document, upon
                                                                                          the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to
                                                                                          replace the Screen Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth
                                                                                          (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not
                                                                                          received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in
                                                                                          Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required
                                                                                          Lenders accept such amendment. No replacement of the Screen Rate with a Benchmark Replacement pursuant to these provisions will occur prior to the applicable
                                                                                          Benchmark Transition Start Date.

                                                                                       

                                                                                      (c)    

                                                                                        In connection with the implementation of a Benchmark Replacement, the Administrative
                                                                                          Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan
                                                                                          Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to
                                                                                          this Agreement.

                                                                                       

                                                                                      (d)    

                                                                                        The Administrative Agent will promptly notify the Borrower and the Lenders of (i)
                                                                                          any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start
                                                                                          Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or
                                                                                          conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.16(b)-(e), including any determination with respect to a tenor, rate
                                                                                          or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive
                                                                                          and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly
                                                                                          required pursuant to this Section 2.16(b)-(e).

                                                                                       

                                                                                      (e)    

                                                                                        Upon the Borrower’s receipt of notice of the commencement of a Benchmark
                                                                                          Unavailability Period, the Borrower may revoke any request for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or
                                                                                          continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing
                                                                                          of or conversion to Base Rate Loans. During any Benchmark Unavailability Period, the component of Base Rate based upon the Adjusted LIBO Rate will not be used in any
                                                                                          determination of Base Rate.

                                                                                       

                                                                                      Section 2.17.     Illegality. 

                                                                                          If any Change in Law shall make it unlawful or impossible for any Lender to perform any of its obligations hereunder or to make, maintain or fund any Eurodollar Loan
                                                                                          and such Lender shall so notify the Administrative Agent, the Administrative Agent shall promptly give notice thereof to the Borrower and the other Lenders, whereupon
                                                                                          until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such
                                                                                          Lender to make Eurodollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, shall be suspended.  In the case of the making of a
                                                                                          Eurodollar Borrowing, such Lender’s Loan shall be made as a Base Rate Loan as part of the same Borrowing and, with respect to Eurodollar Loans, for the same Interest
                                                                                          Period, and if the affected Eurodollar Loan is then outstanding, such Loan shall be converted to a Base Rate Loan immediately, and, in the case of a Loan that is a
                                                                                          Eurodollar Loan, either (i) on the last day of the then current Interest Period applicable to such Eurodollar Loan if such Lender may lawfully continue to maintain
                                                                                          such Loan to such date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain such Eurodollar Loan to such date. 
                                                                                          Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if
                                                                                          such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise
                                                                                          of its discretion.

                                                                                      
                                                                                        48

                                                                                        
                                                                                          


                                                                                      

                                                                                      
                                                                                        Section 2.18.     Increased
                                                                                                Costs.

                                                                                         

                                                                                        (a)    

                                                                                          If any Change in Law shall:

                                                                                         

                                                                                        (i)    

                                                                                          impose, modify or deem applicable any reserve, special deposit, compulsory loan,
                                                                                            insurance charge or similar requirement that is not otherwise included in the determination of the Adjusted LIBOR hereunder against assets of, deposits with or for
                                                                                            the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected in the Adjusted LIBOR) or the Issuing Bank;

                                                                                         

                                                                                        (ii)   

                                                                                          subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes
                                                                                            described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income 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 on the Issuing Bank or the eurodollar interbank market any
                                                                                            other condition, cost or expense affecting this Agreement or any Eurodollar Loans made by such Lender or any Letter of Credit or any participation therein;

                                                                                         

                                                                                        and the result of either of the
                                                                                          foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining a Eurodollar Loan or of maintaining its obligation to make any
                                                                                          such Loan or to increase the cost to such Lender or the Issuing Bank of participating in or issuing any Letter of Credit (or of maintaining its obligation to
                                                                                          participate in any Letter of Credit) or to reduce the amount received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or
                                                                                          any other amount), then the Borrower shall promptly pay, upon written notice from and demand by such Lender on the Borrower (with a copy of such notice and demand to
                                                                                          the Administrative Agent), to the Administrative Agent for the account of such Lender, within five (5) Business Days after the date of such notice and demand,
                                                                                          additional amount or amounts sufficient to compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

                                                                                         

                                                                                        (b)    

                                                                                          If any Lender or the Issuing Bank shall have determined that on or after the date
                                                                                            of this Agreement any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the
                                                                                            Issuing Bank’s capital (or on the capital of the Parent Company of such Lender or Issuing Bank) as a consequence of its obligations hereunder or under or in respect
                                                                                            of any Letter of Credit to a level below that which such Lender, the Issuing Bank or the Parent Company of such Lender or Issuing Bank could have achieved but for
                                                                                            such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies or the policies of the Parent Company of such Lender or Issuing Bank with
                                                                                            respect to capital adequacy or liquidity) then, from time to time, within five (5) Business Days after receipt by the Borrower of written demand by such Lender
                                                                                            (with a copy thereof to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender, the Issuing Bank or
                                                                                            the Parent Company of such Lender or the Issuing Bank for any such reduction suffered.

                                                                                        
                                                                                          49

                                                                                          
                                                                                            


                                                                                        

                                                                                        
                                                                                          (c)     A certificate of a Lender or the Issuing Bank setting forth
                                                                                              the amount or amounts necessary to compensate such Lender, the Issuing Bank or the Parent Company of such Lender or the Issuing Bank, as the case may be,
                                                                                              specified in paragraph (a) or (b) of this Section 2.18 shall be
                                                                                              delivered to the Borrower (with a copy to the Administrative Agent) and shall be conclusive, absent manifest error.  The Borrower shall pay any such Lender or the
                                                                                              Issuing Bank, as the case may be, such amount or amounts within five (5) Business Days after receipt thereof.

                                                                                           

                                                                                          (d)     Failure or delay on the part of any Lender or the Issuing
                                                                                              Bank to demand compensation pursuant to this Section 2.18 shall not
                                                                                              constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation.

                                                                                           

                                                                                          Section 2.19.    
                                                                                            Funding

                                                                                                  Indemnity.  In the event of (a) the payment of any principal of a Eurodollar Loan other than on the last day of the Interest Period applicable
                                                                                              thereto (including as a result of an Event of Default), (b) the conversion or continuation of a Eurodollar Loan other than on the last day of the Interest Period
                                                                                              applicable thereto, or (c) the failure by the Borrower to borrow, prepay, convert or continue any Eurodollar Loan on the date specified in any applicable notice
                                                                                              (regardless of whether such notice is withdrawn or revoked), then, in any such event, the Borrower shall compensate each Lender, within five (5) Business Days
                                                                                              after written demand from such Lender, for any loss, cost or expense attributable to such event.  In the case of a Eurodollar Loan, such loss, cost or expense
                                                                                              shall be deemed to include an amount determined by such Lender to be the excess, if any, of (A) the amount of interest that would have accrued on the principal
                                                                                              amount of such Eurodollar Loan if such event had not occurred at the Adjusted LIBOR applicable to such Eurodollar Loan for the period from the date of such event
                                                                                              to the last day of the then current Interest Period therefor (or in the case of a failure to borrow, convert or continue, for the period that would have been the
                                                                                              Interest Period for such Eurodollar Loan) over (B) the amount of interest that would accrue on the principal amount of such Eurodollar Loan for the same period if
                                                                                              the Adjusted LIBOR were set on the date such Eurodollar Loan was prepaid or converted or the date on which the Borrower failed to borrow, convert or continue such
                                                                                              Eurodollar Loan.  A certificate as to any additional amount payable under this Section 2.19
                                                                                              submitted to the Borrower by any Lender (with a copy to the Administrative Agent) shall be conclusive, absent manifest error.

                                                                                           

                                                                                          Section 2.20.    
                                                                                            Taxes.

                                                                                           

                                                                                          (a)     For purposes of this Section 2.20, the term “Lender” includes any Issuing Bank and the term “applicable Law” includes
                                                                                              FATCA.

                                                                                           

                                                                                          (b)     Any and all payments by or on account of any obligation of
                                                                                              any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law.  If any applicable Law
                                                                                              (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a
                                                                                              Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or
                                                                                              withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable
                                                                                              Loan Party shall be increased as necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to additional
                                                                                              sums payable under this Section 2.20) the applicable Recipient shall
                                                                                              receive an amount equal to the sum it would have received had no such deduction or withholding been made.

                                                                                          
                                                                                            50

                                                                                            
                                                                                              


                                                                                          

                                                                                          
                                                                                            (c)     In addition, the Loan Parties shall timely pay to the
                                                                                                relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any
                                                                                                Other Taxes.

                                                                                             

                                                                                            (d)     The Loan Parties shall jointly and severally indemnify each
                                                                                                Recipient, within ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on
                                                                                                or attributable to amounts payable under this Section 2.20) payable
                                                                                                or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect
                                                                                                thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the
                                                                                                amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own
                                                                                                behalf or on behalf of a Lender, shall be conclusive absent manifest error.

                                                                                             

                                                                                            (e)     Each Lender shall severally indemnify the Administrative
                                                                                                Agent, within ten (10) Business Days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan
                                                                                                Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii)
                                                                                                any Taxes attributable to such Lender’s failure to comply with the provisions of Section

                                                                                                    11.4(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are
                                                                                                payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether
                                                                                                or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or
                                                                                                liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the Administrative Agent
                                                                                                to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender
                                                                                                from any other source against any amount due to the Administrative Agent under this clause (e).

                                                                                             

                                                                                            (f)     As soon as practicable after any payment of Taxes by any
                                                                                                Loan Party to a Governmental Authority pursuant to this Section 2.20(f),
                                                                                                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 the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

                                                                                             

                                                                                            (g)     (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with
                                                                                                respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the
                                                                                                Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as
                                                                                                will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested by the Borrower
                                                                                                or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative
                                                                                                Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting
                                                                                                requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other
                                                                                                than such documentation set forth in Section 2.20(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission
                                                                                                would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

                                                                                            
                                                                                              51

                                                                                              
                                                                                                


                                                                                            

                                                                                            
                                                                                              (ii)    Without limiting the generality of the foregoing, in the
                                                                                                  event that the Borrower is a U.S. Person,

                                                                                               

                                                                                              (A)     any Lender that is a U.S. Person shall deliver to the
                                                                                                  Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter
                                                                                                  upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S.
                                                                                                  federal backup withholding tax;

                                                                                               

                                                                                              (B)     any Foreign Lender shall, to the extent it is legally
                                                                                                  entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the
                                                                                                  date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the
                                                                                                  Administrative Agent), whichever of the following is applicable:

                                                                                               

                                                                                              (1)     in the case of a Foreign Lender claiming the benefits of
                                                                                                  an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form
                                                                                                  W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y)
                                                                                                  with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S.
                                                                                                  federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

                                                                                               

                                                                                              (2)     executed originals of IRS Form W-8ECI,

                                                                                               

                                                                                              (3)     in the case of a Foreign Lender claiming the benefits of
                                                                                                  the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 2.20-1 to the effect that such Foreign Lender is not a “bank” within the meaning of
                                                                                                  Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign
                                                                                                  corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax
                                                                                                      Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E; or

                                                                                              
                                                                                                52

                                                                                                
                                                                                                  


                                                                                              

                                                                                               

                                                                                              (4)     to the extent a Foreign Lender is not the beneficial
                                                                                                  owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in
                                                                                                  the form of Exhibit 2.20-2 or Exhibit 2.20-3, IRS Form W-9, and/or other certification documents from each beneficial owner,
                                                                                                  as applicable; provided that if the Foreign Lender is a
                                                                                                  partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide
                                                                                                  a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.20-4
                                                                                                  on behalf of each such direct and indirect partner;

                                                                                               

                                                                                              (C)     any Foreign Lender shall, to the extent it is legally
                                                                                                  entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the
                                                                                                  date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the
                                                                                                  Administrative Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal
                                                                                                  withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the
                                                                                                  Administrative Agent to determine the withholding or deduction required to be made; and

                                                                                               

                                                                                              (D)     if a payment made to a Lender under any Loan Document
                                                                                                  would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA
                                                                                                  (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent
                                                                                                  at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation
                                                                                                  prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the
                                                                                                  Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to
                                                                                                  determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. 
                                                                                                  Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

                                                                                               

                                                                                              Each Lender agrees that if
                                                                                                any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or
                                                                                                promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

                                                                                              
                                                                                                53

                                                                                                
                                                                                                  


                                                                                              

                                                                                              
                                                                                                (h)     If any Recipient determines, in its sole discretion,
                                                                                                    that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.20 (including by the payment of additional amounts pursuant to this Section 2.20), it shall pay to the indemnifying party an amount equal to such refund (but
                                                                                                    only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
                                                                                                    (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such
                                                                                                    refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this
                                                                                                    paragraph (g)  (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is
                                                                                                    required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this paragraph (g), in no event will the
                                                                                                    indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified
                                                                                                    party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such
                                                                                                    refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been
                                                                                                    paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its
                                                                                                    Taxes that it deems confidential) to the indemnifying party or any other Person.

                                                                                                 

                                                                                                (i)     Each party’s obligations under this Section 2.20 shall
                                                                                                    survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the
                                                                                                    Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

                                                                                                 

                                                                                                Section
                                                                                                    2.21.     Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

                                                                                                 

                                                                                                (a)     The Borrower shall make each payment required to be
                                                                                                    made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Sections 2.18, 2.19
                                                                                                    or 2.20, or otherwise) prior to 12:00 noon on the date when due,
                                                                                                    in immediately available funds, free and clear of any defenses, rights of set-off, counterclaim, or withholding or deduction of taxes.  Any amounts received
                                                                                                    after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for
                                                                                                    purposes of calculating interest thereon.  All such payments shall be made to the Administrative Agent at the Payment Office, except payments to be made
                                                                                                    directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.18, 2.19
                                                                                                    and 2.20 and 11.3 shall be made directly to the Persons entitled thereto.  The Administrative Agent shall distribute any such
                                                                                                    payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.  If any payment hereunder shall
                                                                                                    be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment
                                                                                                    accruing interest, interest thereon shall be made payable for the period of such extension.  All payments hereunder shall be made in Dollars.

                                                                                                 

                                                                                                (b)     If at any time insufficient funds are received by and
                                                                                                    available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds
                                                                                                    shall be applied: first, to Administrative Agent’s fees and
                                                                                                    reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable
                                                                                                    pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata
                                                                                                    to the Lenders based on their respective pro rata shares of such interest and fees; and fourth, to the payment of principal of the Loans and unreimbursed LC Disbursements then due hereunder, ratably among the
                                                                                                    parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

                                                                                                
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                                                                                                  (c)     If any Lender shall, by exercising any right
                                                                                                      of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC
                                                                                                      Disbursements or Swingline Loans that would result in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving
                                                                                                      Credit Exposure and accrued interest and fees thereon than the proportion received by any other Lender with respect to its Revolving Credit Exposure, then
                                                                                                      the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Credit Exposure of other Lenders to
                                                                                                      the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal
                                                                                                      of and accrued interest on their respective Revolving Credit Exposure; provided,
                                                                                                      that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be
                                                                                                      rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be
                                                                                                      construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a
                                                                                                      Lender as consideration for the assignment of or sale of a participation in any of its Revolving Credit Exposure to any assignee or participant, other
                                                                                                      than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply).  The Borrower consents to the
                                                                                                      foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing
                                                                                                      arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a
                                                                                                      direct creditor of the Borrower in the amount of such participation.

                                                                                                   

                                                                                                  (d)     Unless the Administrative Agent shall have
                                                                                                      received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing
                                                                                                      Bank 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 Lenders or the Issuing Bank, as the case may be, the amount or amounts
                                                                                                      due.  In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees
                                                                                                      to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank 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.

                                                                                                  
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                                                                                                    (e)     Notwithstanding anything herein to the
                                                                                                        contrary, any amount paid by the Borrower for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees,
                                                                                                        reimbursement of LC Disbursements, indemnity payments or other amounts) will be retained by the Administrative Agent in a segregated non-interest
                                                                                                        bearing account until the Revolving Commitment Termination Date, at which time the funds in such account will be applied by the Administrative Agent, to
                                                                                                        the fullest extent permitted by Law, in the following order of priority:  first
                                                                                                        to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank
                                                                                                        and the Swingline Lender under this Agreement, third to the
                                                                                                        payment of interest due and payable to the Lenders hereunder that are not Defaulting Lenders, ratably among them in accordance with the amounts of such
                                                                                                        interest then due and payable to them, fourth to the payment
                                                                                                        of fees then due and payable to the Lenders hereunder that are not Defaulting Lenders, ratably among them in accordance with the amounts of such fees
                                                                                                        then due and payable to them, fifth to pay principal and
                                                                                                        unreimbursed LC Disbursements then due and payable to the Lenders hereunder that are not Defaulting Lenders, ratably in accordance with the amounts
                                                                                                        thereof then due and payable to them, sixth to the ratable
                                                                                                        payment of other amounts then due and payable to the Lenders hereunder that are not Defaulting Lenders, and seventh to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent
                                                                                                        jurisdiction may otherwise direct.

                                                                                                     

                                                                                                    Section
                                                                                                        2.22.     Letters of Credit.

                                                                                                     

                                                                                                    (a)     During the Availability Period, the Issuing
                                                                                                        Bank, in reliance upon the agreements of the other Lenders pursuant to Section

                                                                                                            2.22(d) and 2.22(e), may, in its sole
                                                                                                        discretion, issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any Subsidiary on the terms and conditions
                                                                                                        hereinafter set forth; provided, that (i) each Letter of
                                                                                                        Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or
                                                                                                        extension thereof, one year after such renewal or extension) and (B) the date that is twelve months after the Revolving Commitment Termination Date;
                                                                                                        (ii) each Letter of Credit shall be in a stated amount of at least $25,000; and (iii) the Borrower may not request any Letter of Credit, if, after
                                                                                                        giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment, (B) the aggregate Revolving Credit Exposure of all Lenders
                                                                                                        would exceed the Aggregate Revolving Commitments or (C) the Revolving Credit Exposure of each Lender would exceed its Revolving Commitment.  Each Lender shall be deemed to, and hereby
                                                                                                        irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in each Letter of Credit equal to such
                                                                                                        Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit (i) on the Closing Date with respect to all Existing Letters of Credit and (ii) on the date of
                                                                                                        issuance with respect to all other Letters of Credit.  Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each
                                                                                                        Lender by an amount equal to the amount of such participation.

                                                                                                     

                                                                                                    (b)     To request the issuance of a Letter of
                                                                                                        Credit (or any amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall give the Issuing Bank and the Administrative
                                                                                                        Agent irrevocable written notice (which may be in the form of a duly completed Letter of Credit Application) at least three (3) Business Days prior to
                                                                                                        the requested date of such issuance specifying the date (which shall be a Business Day) such Letter of Credit is to be issued (or amended, extended or
                                                                                                        renewed, as the case may be), the expiration date of such Letter of Credit, the amount of such Letter of Credit, the name and address of the beneficiary
                                                                                                        thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit.  In addition to the satisfaction of
                                                                                                        the conditions in Article III, the issuance of such Letter
                                                                                                        of Credit (or any amendment which increases the amount of such Letter of Credit) will be subject to the further conditions that such Letter of Credit
                                                                                                        shall be in such form and contain such terms as the Issuing Bank shall approve and that the Borrower shall have executed and delivered any Issuer
                                                                                                        Documents as the Issuing Bank shall require; provided, that
                                                                                                        in the event of any conflict between such applications, agreements or instruments and this Agreement, the terms of this Agreement shall control.

                                                                                                    
                                                                                                      56

                                                                                                      
                                                                                                        


                                                                                                    

                                                                                                    
                                                                                                      (c)     At least two (2) Business Days prior to
                                                                                                          the issuance of any Letter of Credit, the Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative
                                                                                                          Agent has received such notice and if not, the Issuing Bank will provide the Administrative Agent with a copy thereof.  Unless the Issuing Bank has
                                                                                                          received notice from the Administrative Agent on or before 5:00 p.m. the Business Day immediately preceding the date the Issuing Bank is to issue the
                                                                                                          requested Letter of Credit (1) directing the Issuing Bank not to issue the Letter of Credit because such issuance is not then permitted hereunder
                                                                                                          because of the limitations set forth in Section 2.22(a) or
                                                                                                          that one or more conditions specified in Article III are
                                                                                                          not then satisfied, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue such Letter of Credit in
                                                                                                          accordance with the Issuing Bank’s usual and customary business practices.

                                                                                                       

                                                                                                      (d)     The Issuing Bank shall examine all
                                                                                                          documents purporting to represent a demand for payment under a Letter of Credit promptly following its receipt thereof.  The Issuing Bank shall notify
                                                                                                          the Borrower and the Administrative Agent of such demand for payment and whether the Issuing Bank has made or will make a LC Disbursement thereunder;
                                                                                                          provided, that any failure to give or delay in giving such
                                                                                                          notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to such LC Disbursement.  The
                                                                                                          Borrower shall be irrevocably and unconditionally obligated to reimburse the Issuing Bank for any LC Disbursements paid by the Issuing Bank in respect
                                                                                                          of such drawing, without presentment, demand or other formalities of any kind.  Unless the Borrower shall have notified the Issuing Bank and the
                                                                                                          Administrative Agent prior to 11:00 a.m. on the Business Day immediately prior to the date on which such drawing is honored that the Borrower intends
                                                                                                          to reimburse the Issuing Bank for the amount of such drawing in funds other than from the proceeds of Revolving Loans, the Borrower shall be deemed to
                                                                                                          have timely given a Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders to make a Base Rate Borrowing on the date on which such drawing is honored in an
                                                                                                          exact amount due to the Issuing Bank; provided, that for
                                                                                                          purposes solely of such Borrowing, the conditions precedent set forth in Section

                                                                                                              3.2 hereof shall not be applicable.  The Administrative Agent shall notify the Lenders of such Borrowing in accordance with Section 2.3, and each Lender shall make the proceeds of its
                                                                                                          Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Issuing Bank in accordance with Section 2.6.  The proceeds of such Borrowing shall be applied
                                                                                                          directly by the Administrative Agent to reimburse the Issuing Bank for such LC Disbursement.

                                                                                                       

                                                                                                      (e)     If for any reason a Base Rate Borrowing
                                                                                                          may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each
                                                                                                          Lender (other than the Issuing Bank) shall be obligated to fund the participation that such Lender purchased pursuant to subsection (a) in an amount
                                                                                                          equal to its Pro Rata Share of such LC
                                                                                                          Disbursement on and as of the date which such Base Rate Borrowing should have occurred.  Each Lender’s obligation to fund its participation shall be absolute and unconditional and shall not be
                                                                                                          affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any
                                                                                                          other Person may have against the Issuing Bank or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default
                                                                                                          or the termination of the Aggregate Revolving Commitments, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any
                                                                                                          of its Subsidiaries, (iv) any breach of this Agreement by the Borrower or any other Lender, (v) any amendment, renewal or extension of any Letter of
                                                                                                          Credit or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.  On the date that such
                                                                                                          participation is required to be funded, each Lender shall promptly transfer, in immediately available funds, the amount of its participation to the
                                                                                                          Administrative Agent for the account of the Issuing Bank.  Whenever, at any time after the Issuing Bank has received from any such Lender the funds
                                                                                                          for its participation in a LC Disbursement, the Issuing Bank (or the Administrative Agent on its behalf) receives any payment on account thereof, the
                                                                                                          Administrative Agent or the Issuing Bank, as the case may be, will distribute to such Lender its Pro Rata Share of such payment; provided, that if such payment is required to be returned for
                                                                                                          any reason to the Borrower or to a trustee, receiver, liquidator, custodian or similar official in any bankruptcy proceeding, such Lender will return
                                                                                                          to the Administrative Agent or the Issuing Bank any portion thereof previously distributed by the Administrative Agent or the Issuing Bank to it.

                                                                                                      
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                                                                                                        (f)     To the extent that any Lender shall fail
                                                                                                            to pay any amount required to be paid pursuant to paragraphs (d) or (e) of this Section on the due date therefor, such Lender shall pay interest to
                                                                                                            the Issuing Bank (through the Administrative Agent) on such amount from such due date to the date such payment is made at a rate per annum equal to
                                                                                                            the Federal Funds Rate; provided, that if such Lender
                                                                                                            shall fail to make such payment to the Issuing Bank within three (3) Business Days of such due date, then, retroactively to the due date, such
                                                                                                            Lender shall be obligated to pay interest on such amount at the rate set forth in Section 2.13(c).

                                                                                                         

                                                                                                        (g)     If (i) any Event of Default shall occur
                                                                                                            and be continuing on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders demanding that its
                                                                                                            reimbursement obligations with respect to the Letters of Credit be Cash Collateralized pursuant to this paragraph, (ii) as of the Revolving
                                                                                                            Commitment Termination Date, any LC Exposure remains outstanding for any reason or (iii) the Borrower shall be required to provide Cash Collateral
                                                                                                            pursuant to any other section of this Agreement, then, the Borrower shall deposit in an account with the Administrative Agent, in the name of the
                                                                                                            Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash equal to 105% of the aggregate LC Exposure of all
                                                                                                            Lenders as of such date plus any accrued
                                                                                                            and unpaid fees thereon; provided, that such obligation
                                                                                                            to Cash Collateralize the reimbursement obligations of the Borrower with respect to the Letters of Credit shall become effective immediately, and
                                                                                                            such deposit shall become immediately due and payable, without demand or notice of any kind, upon the occurrence of any Event of Default with
                                                                                                            respect to the Borrower described in clause (h) or (i) of Section
                                                                                                                8.1.  Such deposit shall be held by the Administrative Agent as Cash Collateral for the payment and performance of the obligations of
                                                                                                            the Borrower under this Agreement.  The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal,
                                                                                                            over such account.  The Borrower agrees to execute any documents and/or certificates to effectuate the intent of this paragraph.  Other than any
                                                                                                            interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent
                                                                                                            and at the Borrower’s risk and expense, such deposits shall not bear interest.  Interest and profits, if any, on such investments shall accumulate
                                                                                                            in such account.  Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which
                                                                                                            it had not been reimbursed and to the extent so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the
                                                                                                            LC Exposure at such time or, if the maturity of the Loans has been accelerated, with the consent of the Required Lenders, be applied to satisfy
                                                                                                            other obligations of the Borrower under this Agreement and the other Loan Documents.  If the Borrower is required to Cash Collateralize its
                                                                                                            reimbursement obligations with respect to the Letters of Credit as a result of the occurrence of an Event of Default, such cash collateral so posted
                                                                                                            (to the extent not so applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been
                                                                                                            cured or waived.

                                                                                                        
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                                                                                                          (h)     Upon the request of any
                                                                                                              Lender, but no more frequently than quarterly, the Issuing Bank shall deliver (through the Administrative Agent) to each Lender and the Borrower a
                                                                                                              report describing the aggregate Letters of Credit then outstanding. Upon the request of any Lender from time to time, the Issuing Bank shall
                                                                                                              deliver to such Lender any other information reasonably requested by such Lender with respect to each Letter of Credit then outstanding.

                                                                                                           

                                                                                                          (i)     The Borrower’s obligation to
                                                                                                              reimburse LC Disbursements hereunder shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms
                                                                                                              of this Agreement under all circumstances whatsoever and irrespective of any of the following circumstances:

                                                                                                           

                                                                                                          (i)     Any lack of validity or
                                                                                                              enforceability of any Letter of Credit or this Agreement;

                                                                                                           

                                                                                                          (ii)    The existence of any claim,
                                                                                                              set-off, defense or other right which the Borrower or any Subsidiary or Affiliate of the Borrower may have at any time against a beneficiary or
                                                                                                              any transferee of any Letter of Credit (or any Persons or entities for whom any such beneficiary or transferee may be acting), any Lender
                                                                                                              (including the Issuing Bank) or any other Person, whether in connection with this Agreement or the Letter of Credit or any document related hereto
                                                                                                              or thereto or any unrelated transaction;

                                                                                                           

                                                                                                          (iii)   Any draft or other document
                                                                                                              presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate
                                                                                                              in any respect;

                                                                                                           

                                                                                                          (iv)    Payment by the Issuing Bank
                                                                                                              under a Letter of Credit against presentation of a draft or other document to the Issuing Bank that does not comply with the terms of such Letter
                                                                                                              of Credit;

                                                                                                           

                                                                                                          (v)     Any other event or
                                                                                                              circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.22, constitute a legal or equitable discharge of, or provide a right of
                                                                                                              setoff against, the Borrower’s obligations hereunder; or

                                                                                                          
                                                                                                            59

                                                                                                            
                                                                                                              


                                                                                                          

                                                                                                          
                                                                                                            (vi)    The existence of a Default
                                                                                                                or an Event of Default.

                                                                                                             

                                                                                                            Neither the
                                                                                                              Administrative Agent, the Issuing Bank, the Lenders nor any Related Party of any of the foregoing shall have any liability or responsibility by
                                                                                                              reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder
                                                                                                              (irrespective of any of the circumstances referred to above), or any error, omission, interruption, loss or delay in transmission or delivery of
                                                                                                              any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder),
                                                                                                              any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided, that the foregoing shall not be construed to
                                                                                                              excuse the Issuing Bank from liability to the Borrower to the extent of any actual direct damages (as opposed to special, indirect (including
                                                                                                              claims for lost profits or other consequential damages), or punitive damages, claims in respect of which are hereby waived by the Borrower to the
                                                                                                              extent permitted by applicable Law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise due care when determining
                                                                                                              whether drafts or other documents presented under a Letter of Credit comply with the terms thereof.  The parties hereto expressly agree, that in
                                                                                                              the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent
                                                                                                              jurisdiction), the Issuing Bank shall be deemed to have exercised due care in each such determination.  In furtherance of the foregoing and
                                                                                                              without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in
                                                                                                              substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon
                                                                                                              such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and
                                                                                                              make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

                                                                                                             

                                                                                                            (j)     Unless otherwise expressly
                                                                                                                agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued and subject to applicable Laws, (i) each standby Letter of Credit
                                                                                                                shall be governed by the “International Standby Practices 1998” (ISP98) (or such later revision as may be published by the Institute of
                                                                                                                International Banking Law & Practice on any date any Letter of Credit may be issued), (ii) each documentary Letter of Credit shall be
                                                                                                                governed by the Uniform Customs and Practices for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600 (or
                                                                                                                such later revision as may be published by the International Chamber of Commerce on any date any Letter of Credit may be issued) and (iii) the
                                                                                                                Borrower shall specify the foregoing in each Letter of Credit Application submitted for the issuance of a Letter of Credit.

                                                                                                             

                                                                                                            (k)     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.

                                                                                                             

                                                                                                            (l)     Letters of Credit Issued for 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 Subsidiary, the Borrower shall be
                                                                                                                obligated to reimburse the Issuing Bank 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 Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business
                                                                                                                derives substantial benefits from the businesses of such Subsidiaries.

                                                                                                             

                                                                                                            Section

                                                                                                                2.23.     Increase of Commitments; Additional Lenders.

                                                                                                             

                                                                                                            The Borrower
                                                                                                              may from time to time, upon at least five days’ prior written notice to the Administrative Agent (who shall promptly provide a copy of such notice
                                                                                                              to each Lender), propose to increase the Aggregate Revolving Commitments or to establish one or more new term loans (each, an “Incremental Term Loan”); provided, that:

                                                                                                             

                                                                                                            (a)     subject, in the case of an
                                                                                                                Incremental Term Loan being used to finance a Limited Condition Acquisition, to Section 1.8, the aggregate amount of all increases in the Aggregate Revolving Commitments plus the aggregate initial principal amount
                                                                                                                of all Incremental Term Loans after the Closing Date shall not exceed $500,000,000 plus an unlimited amount so long as the Consolidated Net Leverage Ratio is not greater than
                                                                                                                3.00:1.00, recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial
                                                                                                                statements pursuant to Section 5.1(a) or (b), after giving effect to such increase or Incremental
                                                                                                                Term Loan on a Pro Forma Basis (assuming the full amount of such increase in the Aggregate Revolving Commitments is fully drawn and without
                                                                                                                “netting” the cash proceeds thereof);

                                                                                                            
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                                                                                                              (b)     any increase in the
                                                                                                                  Aggregate Revolving Commitments or establishment of an Incremental Term Loan shall be in a minimum principal amount of $15,000,000 and in
                                                                                                                  integral multiples of $1,000,000 in excess thereof;

                                                                                                               

                                                                                                              (c)     subject, in the case of an
                                                                                                                  Incremental Term Loan being used to finance a Limited Condition Acquisition, to Section 1.8, no Default or Event of Default shall exist and be continuing at the time of any increase in the
                                                                                                                  Aggregate Revolving Commitments or establishment of an Incremental Term Loan;

                                                                                                               

                                                                                                              (d)     subject, in the case of an
                                                                                                                  Incremental Term Loan being used to finance a Limited Condition Acquisition, to Section 1.8, the conditions set forth in Section 3.2 shall be satisfied as of the date of any increase in the Aggregate Revolving Commitments or establishment
                                                                                                                  of any Incremental Term Loan;

                                                                                                               

                                                                                                              (e)     subject, in the case of an
                                                                                                                  Incremental Term Loan being used to finance a Limited Condition Acquisition, to Section 1.8, the Borrower shall have provided to the Administrative Agent a Pro Forma Compliance Certificate,
                                                                                                                  in form an detail reasonably acceptable to the Administrative Agent, demonstrating compliance with the financial covenants in Article VI recomputed as of the end of the period of
                                                                                                                  the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b), after giving effect to such increase or Incremental Term Loan on a Pro Forma Basis;

                                                                                                               

                                                                                                              (f)     the Administrative Agent
                                                                                                                  shall have received all documents (including resolutions of the board of directors of the Loan Parties and opinions of counsel to the Loan
                                                                                                                  Parties) it may reasonably request relating to such increase in the Aggregate Revolving Commitments or such establishment of such Incremental
                                                                                                                  Term Loan, all in form and substance satisfactory to the Administrative Agent;

                                                                                                               

                                                                                                              (g)     with respect to any
                                                                                                                  Incremental Term Loan, (i) the final maturity date shall be no earlier than (x) the Latest Maturity Date or (y) the maturity date for any
                                                                                                                  then-existing Incremental Term Loan and (ii) the weighted average life to maturity of such Incremental Term Loan shall not be shorter than the
                                                                                                                  weighted average life to maturity of any then-existing Incremental Term Loan;

                                                                                                               

                                                                                                              (h)     any increase in the
                                                                                                                  Aggregate Revolving Commitments under this Section 2.23
                                                                                                                  shall have terms identical to those for the Revolving Loans under this Agreement, except for (i) upfront fees payable to the Lenders providing
                                                                                                                  commitments for such increase and (ii) arrangement fees payable to the Arrangers or their Affiliates in connection with the establishment of
                                                                                                                  such increase in the Aggregate Revolving Commitments;

                                                                                                               

                                                                                                              (i)     no Lender shall have any
                                                                                                                  obligation to increase its Revolving Commitment or provide any Incremental Term Loan Commitment, and any decision by a Lender to increase its
                                                                                                                  Revolving Commitment or provide any Incremental Term Loan Commitment shall be made in its sole discretion independently from any other Lender;

                                                                                                              
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                                                                                                                (j)     the Borrower may
                                                                                                                    designate a bank or other financial institution that is not already a Lender to provide all or any portion of any increase in the Aggregate
                                                                                                                    Revolving Commitments or an Incremental Term Loan Commitment, so long as (i) such Person (an “Additional Lender”) becomes a party to this Agreement pursuant to a lender joinder
                                                                                                                    agreement or other document in form and substance satisfactory to the Administrative Agent that has been executed by the Borrower and such
                                                                                                                    Additional Lender, (ii) any such Person proposed by the Borrower to become an Additional Lender must be reasonably acceptable to the
                                                                                                                    Administrative Agent and, if such Additional Lender is to provide a Revolving Commitment, each of the Issuing Bank and the Swingline Lender;

                                                                                                                 

                                                                                                                (k)     any increase in the
                                                                                                                    Aggregate Revolving Commitments or establishment of an Incremental Term Loan shall be pursuant to a commitment agreement, joinder agreement
                                                                                                                    or other document in form and substance reasonably acceptable to the Administrative Agent, and upon the effectiveness of such commitment
                                                                                                                    agreement, joinder agreement or other document pursuant to the terms thereof, the Commitments, as applicable, shall automatically be
                                                                                                                    increased by the amount of the Commitments added through such commitment agreement, joinder agreement or other document and Schedule I shall automatically be deemed amended to
                                                                                                                    reflect the Commitments of all Lenders after giving effect to the addition of such Commitments; and

                                                                                                                 

                                                                                                                (l)     with respect to any
                                                                                                                    increase in the Aggregate Revolving Commitments, (i) each Lender providing a portion of the increase shall make Revolving Loans, the
                                                                                                                    proceeds of which shall be applied by the Administrative Agent to prepay Revolving Loans of the existing Lenders, in an amount necessary
                                                                                                                    such that after giving effect thereto each Lender will hold its Pro Rata Share of outstanding Revolving Loans (such payments to existing
                                                                                                                    Lenders shall be subject to Section 2.19), and
                                                                                                                    (ii) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit and each Swingline Loan
                                                                                                                    then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations
                                                                                                                    in each such Letter of Credit or such Swingline Loan in proportion to their respective Revolving Commitments.

                                                                                                                 

                                                                                                                Section 2.24.     Mitigation of Obligations.  If any Lender requests compensation under Section 2.18, or if the Borrower is required to pay
                                                                                                                    any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.20, then such Lender shall 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 sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce
                                                                                                                    amounts payable under Section 2.18 or Section 2.20, as the case may be, in the future and
                                                                                                                    (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  The
                                                                                                                    Borrower hereby agrees to pay all costs and expenses incurred by any Lender in connection with such designation or assignment.

                                                                                                                
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                                                                                                                  Section 2.25.     Replacement of Lenders.  If (a) any Lender requests compensation
                                                                                                                      under Section 2.18, (b) the Borrower is
                                                                                                                      required to pay any additional amount to any Lender or any Governmental Authority of the account of any Lender pursuant to Section 2.20, (c) any Lender notifies the Borrower
                                                                                                                      and Administrative Agent that it is unable to fund Eurodollar Loans pursuant to Sections 2.16
                                                                                                                      or 2.17, (d) a Lender (a “Non-Consenting Lender”) does not consent to a
                                                                                                                      proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as
                                                                                                                      provided in Section 11.2(b) but requires
                                                                                                                      unanimous consent of all Lender or all the Lenders directly affected thereby (as applicable) or (e) if any Lender is a Defaulting Lender,
                                                                                                                      then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to
                                                                                                                      assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 11.4(b) all its interests, rights and obligations under this
                                                                                                                      Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrower shall have received
                                                                                                                      the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have
                                                                                                                      received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees
                                                                                                                      and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from
                                                                                                                      the Borrower (in the case of all other amounts), (iii) in the case of a claim for compensation under Section 2.18 or payments required to be made pursuant to Section 2.20, such assignment will result in a
                                                                                                                      reduction in such compensation or payments, (iv) such assignment does not conflict with applicable Law and (v) in the case of any such
                                                                                                                      assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect
                                                                                                                      to any Loan Document, the applicable assignee consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute
                                                                                                                      and deliver an Assignment and Acceptance shall not impair the validity of the removal of such Non-Consenting Lender and the mandatory
                                                                                                                      assignment of such Non-Consenting Lender’s Commitments and outstanding Loans pursuant to this Section 2.25 shall nevertheless be effective without the execution by such
                                                                                                                      Non-Consenting Lender of an Assignment and Acceptance.  A Lender shall not be required to make any such assignment and delegation if,
                                                                                                                      prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment
                                                                                                                      and delegation cease to apply.

                                                                                                                   

                                                                                                                  Section 2.26.     Reallocation and Cash Collateralization of Defaulting Lender Commitment.

                                                                                                                   

                                                                                                                  (a)     If a Revolving
                                                                                                                      Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply, notwithstanding anything to
                                                                                                                      the contrary in this Agreement:

                                                                                                                   

                                                                                                                  (i)     the LC Exposure
                                                                                                                      and Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated
                                                                                                                      (effective on the day such Revolving Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Commitments (calculated as if the Defaulting Lender’s Revolving
                                                                                                                      Commitment was reduced to zero and each Non-Defaulting Lender’s Revolving Commitment had been increased proportionately);  provided that (A) the sum of each Non-Defaulting
                                                                                                                      Lender’s total Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender as in effect
                                                                                                                      at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will
                                                                                                                      constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any other
                                                                                                                      Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender; and

                                                                                                                   

                                                                                                                  (ii)     to the extent
                                                                                                                      that any portion (the “unreallocated portion”)
                                                                                                                      of the LC Exposure and Swingline Exposure of any Defaulting Lender cannot be reallocated pursuant to clause (i) because of the limitation
                                                                                                                      described in clause (a)(i)(A), the Borrower will, not later than ten (10) Business Days after demand by the Administrative Agent (at the
                                                                                                                      direction of the Issuing Bank and/or the Swingline Lender), (A) Cash Collateralize the obligations of the Defaulting Lender to the Issuing
                                                                                                                      Bank or Swingline Lender in respect of such LC Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the
                                                                                                                      aggregate amount of the unreallocated portion of the LC Exposure and Swingline Exposure of such Defaulting Lender, (B) in the case of such
                                                                                                                      Swingline Exposure, prepay and/or Cash Collateralize in full the unreallocated portion thereof, or (C) make other arrangements
                                                                                                                      satisfactory to the Administrative Agent, the Issuing Bank and the Swingline Lender in their sole discretion to protect them against the
                                                                                                                      risk of non-payment by such Defaulting Lender.

                                                                                                                  
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                                                                                                                    (b)     If the Borrower,
                                                                                                                        the Administrative Agent, the Issuing Bank and the Swingline Lender agree in writing in their discretion that any Defaulting Lender has
                                                                                                                        ceased 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, the LC Exposure and the Swingline Exposure of the other
                                                                                                                        Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment, and such Lender will purchase at par such portion of
                                                                                                                        outstanding Revolving Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be
                                                                                                                        necessary to cause the Revolving Credit Exposure of the Lenders to be on a pro rata basis in accordance with their respective Revolving
                                                                                                                        Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such Revolving Credit
                                                                                                                        Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing).  If any cash collateral has
                                                                                                                        been posted with respect to the LC Exposure or Swingline Exposure of such Defaulting Lender, the Administrative Agent will promptly
                                                                                                                        return such cash collateral to the Borrower; provided that no adjustments will be made retroactively with respect to fees accrued or
                                                                                                                        payments made by or on behalf of the Borrower while such 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 Non-Defaulting Lender will
                                                                                                                        constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

                                                                                                                     

                                                                                                                    Section 2.27.     Extension.

                                                                                                                     

                                                                                                                    (a)     The Borrower may
                                                                                                                        on one or more occasions after the Closing Date, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Lenders of one or
                                                                                                                        more Class of Loans (each class subject to such an Extension Offer, an “Extension Request Class”) to enter into one or more Extension Permitted Amendments pursuant to procedures
                                                                                                                        reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower.  Such notice shall set forth (i) the terms
                                                                                                                        and conditions of the requested Extension Permitted Amendment(s) and (ii) the date on which such Extension Permitted Amendment(s) are
                                                                                                                        requested to become effective (which shall not be less than five (5) Business Days nor more than thirty (30) Business Days after the
                                                                                                                        date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only
                                                                                                                        with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such
                                                                                                                        Lenders, the “Extending Lenders”) and, in the
                                                                                                                        case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such
                                                                                                                        Lender’s acceptance has been made. The Borrower shall have the right to withdraw any Extension Offer upon written notice to the
                                                                                                                        Administrative Agent in the event that the aggregate amount of Loans and Commitments of the Extending Lenders is less than the aggregate
                                                                                                                        amount specified by the Borrower in the Extension Offer to be extended.

                                                                                                                    
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                                                                                                                      (b)     An Extension Permitted Amendment shall be
                                                                                                                            effected pursuant to an Extension Agreement executed and delivered by the Borrower, each applicable Extending Lender and the
                                                                                                                            Administrative Agent; provided that no Extension Permitted Amendment shall
                                                                                                                            become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness
                                                                                                                            thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan
                                                                                                                            Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all
                                                                                                                            respects, and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such
                                                                                                                            representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be so
                                                                                                                            true and correct on and as of such earlier date, and (iii) the Borrower shall have delivered to the Administrative Agent such
                                                                                                                            customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other customary documents as shall
                                                                                                                            reasonably be requested by the Administrative Agent in connection therewith.  The Administrative Agent shall promptly notify each
                                                                                                                            Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other
                                                                                                                            than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or
                                                                                                                            appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section 2.27, including any amendments necessary to treat the applicable Loans
                                                                                                                            and/or Commitments of the accepting Lenders as a new “Class” of loans and/or commitments hereunder; provided that, except as otherwise agreed to by the Issuing Lender and the
                                                                                                                            Swingline Lender, (i) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made
                                                                                                                            Letter of Credit or Swingline Loan as between the commitments of such new “Class” and the remaining Commitments shall be made on a
                                                                                                                            ratable basis as between the commitments of such new “Class” and the remaining Commitments and (ii) the Revolving Commitment
                                                                                                                            Termination Date, as such term is used in reference to Letters of Credit or Swingline Loans, may not be extended without the prior
                                                                                                                            written consent of the Issuing Lender and the Swingline Lender, as applicable.

                                                                                                                       

                                                                                                                      ARTICLE III

                                                                                                                        

                                                                                                                        CONDITIONS PRECEDENT TO LOANS AND LETTERS OF
                                                                                                                            CREDIT

                                                                                                                       

                                                                                                                      Section 3.1.     Conditions to Effectiveness.  This Agreement
                                                                                                                          and the obligations of the Lenders (including the Swingline Lender) to make Loans and the obligation of the Issuing Bank to issue any
                                                                                                                          Letter of Credit hereunder shall be effective upon satisfaction of the following conditions precedent in each case in form and
                                                                                                                          substance satisfactory to the Administrative Agent and each Lender:

                                                                                                                       

                                                                                                                      (a)     Loan Documents.  Receipt by the Administrative
                                                                                                                          Agent of a counterpart of this Agreement and the other Loan Documents signed by or on behalf of each party hereto or thereto or
                                                                                                                          written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of such signed signature page) that
                                                                                                                          such party has signed a counterpart of this Agreement and the other Loan Documents to which such party is a party.

                                                                                                                       

                                                                                                                      (b)     Organization Documents; Resolutions and Certificates. 
                                                                                                                          Receipt by the Administrative Agent of:

                                                                                                                       

                                                                                                                      (i)     a
                                                                                                                          certificate of the secretary or assistant secretary of each Loan Party, attaching and certifying copies of such Loan Party’s
                                                                                                                          Organization Documents and resolutions of its board of directors (or equivalent governing body), authorizing the execution, delivery
                                                                                                                          and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such
                                                                                                                          Loan Party executing the Loan Documents to which it is a party; and

                                                                                                                      
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                                                                                                                        (ii)    certified
                                                                                                                            copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered
                                                                                                                            organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the
                                                                                                                            secretary of state of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is
                                                                                                                            required to be qualified to do business as a foreign corporation.

                                                                                                                         

                                                                                                                        (c)     Opinions of Counsel.  Favorable written
                                                                                                                            opinions of counsel to the Loan Parties addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and
                                                                                                                            covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein in form and
                                                                                                                            substance satisfactory to the Administrative Agent.

                                                                                                                         

                                                                                                                        (d)     Officer’s Closing Certificate.  A
                                                                                                                            certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, certifying that after giving effect to the
                                                                                                                            funding of any Revolving Loans on the Closing Date, the conditions specified in Sections 3.2(a) and (b) are satisfied as of the Closing Date.

                                                                                                                         

                                                                                                                        (e)     Required Consents and Approvals.  The
                                                                                                                            Administrative Agent shall have received evidence that all approvals, consents, exemptions, authorizations, or other actions by, or
                                                                                                                            notices to, or filings with, any Governmental Authority in connection with the execution, delivery or performance by, or enforcement
                                                                                                                            against, any Loan Party of this Agreement or any other Loan Document have been obtained.

                                                                                                                         

                                                                                                                        (f)     Patriot Act; Anti-Money Laundering Laws; Beneficial
                                                                                                                                Ownership.  The provision by the Loan Parties of all documentation and other information that the Administrative
                                                                                                                            Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money
                                                                                                                            laundering rules and regulations, including the Patriot Act and, if Borrower qualifies as a “legal entity customer” under the
                                                                                                                            Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower.

                                                                                                                         

                                                                                                                        (g)     Fees and Expenses.  The Administrative Agent
                                                                                                                            shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date, including
                                                                                                                            without limitation reimbursement or payment of all out-of-pocket expenses of the Administrative Agent and the Arrangers (including
                                                                                                                            reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower
                                                                                                                            hereunder, under any other Loan Document and under any agreement with the Administrative Agent or the Arrangers.

                                                                                                                         

                                                                                                                        (h)     Without
                                                                                                                            limiting the generality of the provisions of Section
                                                                                                                                3.1, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Credit Agreement shall
                                                                                                                            be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to
                                                                                                                            be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice
                                                                                                                            from such Lender prior to the Closing Date specifying its objection thereto.

                                                                                                                        
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                                                                                                                          Section 3.2.     Each Credit Event.  The obligation of each
                                                                                                                              Lender to make a Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of
                                                                                                                              Credit is subject to the satisfaction of the following conditions and in the case of an Incremental Term Loan being used to
                                                                                                                              finance a Limited Condition Acquisition, to Section
                                                                                                                                  1.8:

                                                                                                                           

                                                                                                                          (a)     at
                                                                                                                              the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter
                                                                                                                              of Credit, as applicable, no Default or Event of Default shall exist;

                                                                                                                           

                                                                                                                          (b)     at
                                                                                                                              the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter
                                                                                                                              of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and
                                                                                                                              correct in all material respects (other than those representations and warranties that are expressly qualified by a Material
                                                                                                                              Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects),
                                                                                                                              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 (other than those representations and warranties that are expressly qualified by a
                                                                                                                              Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all
                                                                                                                              respects) as of such earlier date;

                                                                                                                           

                                                                                                                          (c)     the
                                                                                                                              Borrower shall have delivered the required Notice of Borrowing;

                                                                                                                           

                                                                                                                          (d)     to
                                                                                                                              the extent any 364 Day Bridge Senior Unsecured Indebtedness is outstanding, after giving effect to such Borrowing, the Borrower is
                                                                                                                              in compliance with clause (b) of the definition of 364 Day Bridge Senior Unsecured Indebtedness; and

                                                                                                                           

                                                                                                                          (e)     if
                                                                                                                              any Revolving Lender is a Defaulting Lender at the time of any request by the Borrower of a Borrowing of a Swingline Loan or the
                                                                                                                              issuance, amendment, renewal or extension of a Letter of Credit, as applicable, set forth in this Section 3.2, the Issuing Bank will not be required to issue, amend
                                                                                                                              or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless they are
                                                                                                                              satisfied that 100% of the related LC Exposure and Swingline Exposure is fully covered or eliminated pursuant to Section 2.26.

                                                                                                                           

                                                                                                                          Each
                                                                                                                            Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation
                                                                                                                            and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 3.2.

                                                                                                                           

                                                                                                                          Section 3.3.     Delivery of Documents.  All of the Loan
                                                                                                                              Documents, certificates, legal opinions and other documents and papers referred to in this Article III, unless otherwise specified, shall be delivered to the
                                                                                                                              Administrative Agent for the account of each of the Lenders and in sufficient counterparts or copies for each of the Lenders and
                                                                                                                              shall be in form and substance satisfactory in all respects to the Administrative Agent.

                                                                                                                           

                                                                                                                          Section 3.4.     Termination of Existing Credit Facility. 
                                                                                                                              Upon this Agreement becoming effective, the Existing Credit Agreement shall automatically terminate (other than those provisions
                                                                                                                              that by their terms survive termination of the Existing Credit Agreement), all commitments of the lenders thereunder to fund
                                                                                                                              additional advances shall terminate automatically, and all amounts outstanding thereunder, together with all accrued and unpaid
                                                                                                                              interest, fees and other amounts shall be automatically paid in full by the initial Borrowing hereunder.

                                                                                                                          
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                                                                                                                            ARTICLE IV

                                                                                                                              

                                                                                                                              REPRESENTATIONS AND WARRANTIES

                                                                                                                             

                                                                                                                            The Borrower represents and warrants to the Administrative Agent and each Lender as follows:

                                                                                                                             

                                                                                                                            Section 4.1.     Existence; Power.  The Borrower and each
                                                                                                                                of its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing as a corporation, partnership or
                                                                                                                                limited liability company under the Laws of the jurisdiction of its organization, (b) has all requisite power and authority to
                                                                                                                                carry on its business as now conducted, (c) is duly qualified to do business, and is in good standing, in each jurisdiction
                                                                                                                                where such qualification is required, except where a failure to be so qualified could not reasonably be expected to result in a
                                                                                                                                Material Adverse Effect, (d) have obtained and maintain in good standing without restriction all required licenses, permits,
                                                                                                                                authorizations, registrations, approvals and certificates of authority of each Governmental Authority necessary to the conduct
                                                                                                                                of their business, (e) to the extent prudent and customary in the industry in which it is engaged, have obtained and maintain in
                                                                                                                                good standing without restriction, accreditation from all applicable recognized accrediting agencies, (f) have implemented and
                                                                                                                                maintain a compliance program designed to provide effective internal controls to promote adherence to and to prevent and detect
                                                                                                                                material violations of Laws applicable to the Borrower and any of its Restricted Subsidiaries, including any applicable HMO
                                                                                                                                Regulations, Medicaid Regulations and Medicare Regulations and (g) have implemented and maintain policies consistent with HIPAA
                                                                                                                                and the HITECH Act on or before the date that any provision thereof becomes applicable to the Borrower or any Restricted
                                                                                                                                Subsidiary; except in each case referred to in clauses (d) – (g) hereof to the extent that failure to do so could not reasonably
                                                                                                                                be expected to have a Material Adverse Effect.

                                                                                                                             

                                                                                                                            Section 4.2.     Organizational Power; Authorization.  The
                                                                                                                                execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party are within such Loan Party’s
                                                                                                                                organizational powers and have been duly authorized by all necessary organizational, and if required, shareholder, partner or
                                                                                                                                member, action.  This Agreement has been duly executed and delivered by each Loan Party, and constitutes, and each other Loan
                                                                                                                                Document to which any Loan Party is party, when executed and delivered by such Loan Party, will constitute a legal, valid and
                                                                                                                                binding obligation of each Loan Party, enforceable against such Loan Party, in accordance with their respective terms, except as
                                                                                                                                may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of
                                                                                                                                creditors’ rights generally and by general principles of equity.

                                                                                                                             

                                                                                                                            Section 4.3.     Governmental Approvals; No Conflicts. 
                                                                                                                                The execution, delivery and performance by each Loan Party of this Agreement, and by each Loan Party of the other Loan Documents
                                                                                                                                to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any
                                                                                                                                Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate the
                                                                                                                                Organization Documents of any Loan Party or any Law applicable to the Borrower or any of its Restricted Subsidiaries or any
                                                                                                                                judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture,
                                                                                                                                agreement or other instrument binding on the Borrower or any of its Restricted Subsidiaries or any of its assets or give rise to
                                                                                                                                a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries, (d) will not result
                                                                                                                                in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, except Liens (if
                                                                                                                                any) created under the Loan Documents, (e) will not result in a suspension or revocation of, or limitation on, any material
                                                                                                                                certificate of authority, license, permit, authorization or other approval applicable to the business, operations or properties
                                                                                                                                of the Borrower or any Restricted Subsidiary to the extent such suspension, revocation or limitation is material to the business
                                                                                                                                of the Borrower and its Restricted Subsidiaries, taken as a whole, or material adversely affect the ability of the Borrower and
                                                                                                                                its Restricted Subsidiaries, taken as a whole, to participate in, or contract with, any material Medical Reimbursement Program.

                                                                                                                            
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                                                                                                                              Section 4.4.     Financial Statements.  The Borrower has
                                                                                                                                  furnished to each Lender (a) the Audited Financial Statements and (b) the Interim Financial Statements.  Such financial
                                                                                                                                  statements fairly present the consolidated financial condition of the Borrower and its Subsidiaries as of such dates and the
                                                                                                                                  consolidated results of operations for such periods in conformity with GAAP consistently applied, subject to year end audit
                                                                                                                                  adjustments and the absence of footnotes in the case of the statements referred to in clause (b).  The financial statements delivered pursuant to Section 5.1(a) and (b) have been prepared in accordance
                                                                                                                                  with GAAP and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial
                                                                                                                                  condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the
                                                                                                                                  periods covered thereby.  Since the date of the Audited Financial Statements, there have been no changes with respect to the
                                                                                                                                  Borrower and its Subsidiaries which have had or could reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect.

                                                                                                                               

                                                                                                                              Section 4.5.     Litigation and Environmental Matters.

                                                                                                                               

                                                                                                                              (a)     No litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities is pending
                                                                                                                                  against or, to the knowledge of any Responsible Officer of the Loan Parties, threatened against or affecting the Borrower or
                                                                                                                                  any of its Restricted Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination that could
                                                                                                                                  reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect or (ii) which in any manner
                                                                                                                                  draws into question the validity or enforceability of this Agreement or any other Loan Document.

                                                                                                                               

                                                                                                                              (b)     Neither the Borrower nor any of its Restricted Subsidiaries (i) has failed to comply with any Environmental Law
                                                                                                                                  or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has
                                                                                                                                  become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental
                                                                                                                                  Liability or (iv) knows of any basis for any Environmental Liability, except, in each case, for such failures or Environmental
                                                                                                                                  Liabilities that could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

                                                                                                                               

                                                                                                                              (c)     To the knowledge of the Responsible Officers of the Borrower, none of the Borrower or any Restricted
                                                                                                                                  Subsidiary, nor any of their current respective officers, directors, or employees, have engaged (and no Responsible Officer of
                                                                                                                                  a Loan Party has received written notice from a Contract Provider that such Contract Provider has engaged) in any activities
                                                                                                                                  that constitute prohibited acts of fraud under Medicare Regulations or Medicaid Regulations where such activities have
                                                                                                                                  resulted, or the Borrower has reasonably determined in good faith it could reasonably be expected to result, in a Material
                                                                                                                                  Adverse Effect and the Borrower has not taken action within a reasonable period of time after discovery of such activities, to
                                                                                                                                  suspend or remove such persons from responsibilities relating to such activities or to ensure that such activities are no
                                                                                                                                  longer reasonably expected to result in a Material Adverse Effect.

                                                                                                                              
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                                                                                                                                Section 4.6.     Compliance with Laws and Agreements. 
                                                                                                                                    The Borrower and each Restricted Subsidiary is in compliance (and no Responsible Officer of any Loan Party has received
                                                                                                                                    notice from a Contract Provider that such Contract Provider is not in compliance) with (a) all material Laws and all
                                                                                                                                    judgments, decrees and orders of any Governmental Authority and (b) all indentures, agreements or other instruments binding
                                                                                                                                    upon it or its properties, except where non-compliance, either individually or in the aggregate, could not reasonably be
                                                                                                                                    expected to result in a Material Adverse Effect.  Without limiting the foregoing, current billing policies, arrangements,
                                                                                                                                    protocols and instructions of each of the Borrower and its Restricted Subsidiaries comply in all material respects with
                                                                                                                                    requirements of the Medical Reimbursement Programs and are currently administered by properly trained personnel.

                                                                                                                                 

                                                                                                                                Section 4.7.     No Default.

                                                                                                                                 

                                                                                                                                (a)     Neither the Borrower nor any Restricted Subsidiary is in default under or with respect to any Contractual
                                                                                                                                    Obligation that could reasonably be expected to have a Material Adverse Effect.

                                                                                                                                 

                                                                                                                                (b)     No Default has occurred and is continuing.

                                                                                                                                 

                                                                                                                                Section 4.8.     Investment
                                                                                                                                      Company Act, Etc.

                                                                                                                                 

                                                                                                                                (a)     Neither the Borrower nor any of its Restricted Subsidiaries is an “investment company” or is “controlled” by
                                                                                                                                    an “investment company”, as such terms are defined in, or subject to regulation under, the Investment Company Act of 1940,
                                                                                                                                    as amended.

                                                                                                                                 

                                                                                                                                (b)     Neither the Borrower nor any of its Restricted Subsidiaries (other than any HMO Subsidiary or Insurance
                                                                                                                                    Subsidiary) is subject to any other regulatory scheme limiting its ability to incur debt or requiring any approval or
                                                                                                                                    consent from or registration or filing with, any Governmental Authority in connection therewith.

                                                                                                                                 

                                                                                                                                Section 4.9.     Taxes.  The Borrower and its
                                                                                                                                    Restricted Subsidiaries and each other Person for whose taxes the Borrower or any Restricted Subsidiary could become liable
                                                                                                                                    have timely filed or caused to be filed all federal, state and other material  tax returns required to be filed by them, and
                                                                                                                                    have paid all federal, state and other material taxes, assessments made against it or its property and all other taxes, fees
                                                                                                                                    or other charges imposed on it or any of its property by any Governmental Authority, except where the same are currently
                                                                                                                                    being contested in good faith by appropriate proceedings and for which the Borrower or such Restricted Subsidiary, as the
                                                                                                                                    case may be, has set aside on its books adequate reserves in accordance with GAAP.  The charges, accruals and reserves on
                                                                                                                                    the books of the Borrower and its Restricted Subsidiaries in respect of such taxes are adequate, and no tax liabilities that
                                                                                                                                    could be materially in excess of the amount so provided are anticipated.

                                                                                                                                 

                                                                                                                                Section 4.10.     Margin Regulations.  None
                                                                                                                                    of the proceeds of any of the Loans or Letters of Credit will be used, directly or indirectly, for “purchasing” or
                                                                                                                                    “carrying” any “margin stock” with the respective meanings of each of such terms under Regulation U or for any purpose that
                                                                                                                                    violates the provisions of the Regulation T, U or X.  Neither the Borrower nor its Restricted Subsidiaries is engaged
                                                                                                                                    principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or
                                                                                                                                    carrying “margin stock.”

                                                                                                                                 

                                                                                                                                Section 4.11.     ERISA.  No ERISA Event
                                                                                                                                    has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which
                                                                                                                                    liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.  The present
                                                                                                                                    value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of
                                                                                                                                    Financial Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed
                                                                                                                                    the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all
                                                                                                                                    underfunded Plans (based on the assumptions used for purposes of Statement of Financial Standards No. 87) did not, as of the
                                                                                                                                    date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such
                                                                                                                                    underfunded Plans.

                                                                                                                                
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                                                                                                                                  Section 4.12.     Ownership of Property.

                                                                                                                                   

                                                                                                                                  (a)     Each of the Borrower and its Restricted Subsidiaries has good title to, or valid leasehold
                                                                                                                                      interests in, all of its real and personal property material to the operation of its business, including all such
                                                                                                                                      properties reflected in the Audited Financial Statements or the most recent audited consolidated balance sheet of the
                                                                                                                                      Borrower delivered pursuant to Section
                                                                                                                                          5.1(a) or purported to have been acquired by the Borrower or any Restricted Subsidiary after said date
                                                                                                                                      (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens not
                                                                                                                                      permitted by this Agreement.  All leases that individually or in the aggregate are material to the business or operations
                                                                                                                                      of the Borrower and its Restricted Subsidiaries are valid and subsisting and are in full force.

                                                                                                                                   

                                                                                                                                  (b)     Each of the Borrower and its Restricted Subsidiaries owns, or is licensed, or otherwise has the
                                                                                                                                      right, to use, all patents, trademarks, service marks, trade names, copyrights and other intellectual property material to
                                                                                                                                      its business, and the use thereof by the Borrower and its Restricted Subsidiaries does not infringe in any material
                                                                                                                                      respect on the rights of any other Person.

                                                                                                                                   

                                                                                                                                  (c)     The properties of the Borrower and its Restricted Subsidiaries are insured with financially sound
                                                                                                                                      and reputable insurance companies which are 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 any applicable Restricted Subsidiary operates.

                                                                                                                                   

                                                                                                                                  Section 4.13.     Disclosure.

                                                                                                                                   

                                                                                                                                  (a)     Each Loan Party has disclosed to the Lenders all agreements, instruments, and corporate or other
                                                                                                                                      restrictions to which it or any of its Restricted Subsidiaries is subject, and all other matters known to any of them,
                                                                                                                                      that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.  None of the
                                                                                                                                      reports (including without limitation all reports that any Loan Party is required to file with the SEC), financial
                                                                                                                                      statements, certificates or other information furnished by or on behalf of any Loan Party to the Administrative Agent or
                                                                                                                                      any Lender in connection with the negotiation or syndication of this Agreement or any other Loan Document or delivered
                                                                                                                                      hereunder or thereunder (as modified or supplemented by any other information so furnished) contains any material
                                                                                                                                      misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in
                                                                                                                                      light of the circumstances under which they were made, not misleading; provided, that, with respect to projected financial information, the Borrower
                                                                                                                                      represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the
                                                                                                                                      time.

                                                                                                                                   

                                                                                                                                  (b)     As of the Closing Date, the information included in the Beneficial Ownership Certification, to the
                                                                                                                                      extent any has been delivered, is true and correct in all respects.

                                                                                                                                  
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                                                                                                                                    Section 4.14.     Labor Relations. 
                                                                                                                                        All payments due from the Borrower or any of its Restricted Subsidiaries pursuant to the provisions of any collective
                                                                                                                                        bargaining agreement have been paid or accrued as a liability on the books of the Borrower or any such Restricted
                                                                                                                                        Subsidiary, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

                                                                                                                                     

                                                                                                                                    Section 4.15.     Subsidiaries. 
                                                                                                                                        Schedule 4.15 sets forth (i)
                                                                                                                                        the name of, the ownership interest of each Loan Party in, the jurisdiction of incorporation or organization of, and the
                                                                                                                                        type of, each Subsidiary and identifies each Subsidiary that is a Loan Party, in each case as of the Closing Date and
                                                                                                                                        (ii) whether such Subsidiary is an Insurance Subsidiary, HMO Subsidiary or Unrestricted Subsidiary.  All issued and
                                                                                                                                        outstanding Capital Stock of the Borrower and each of its Restricted Subsidiaries is duly authorized and validly issued,
                                                                                                                                        fully paid, non-assessable, as applicable, and free and clear of all Liens other than those in favor of the
                                                                                                                                        Administrative Agent, for the benefit of the holders of the Obligations.  All such securities were issued in compliance
                                                                                                                                        with all applicable state and federal Laws concerning the issuance of securities.  As of the Closing Date, all of the
                                                                                                                                        issued and outstanding Capital Stock of each of the Subsidiaries was owned by the Persons and in the amounts set forth
                                                                                                                                        on Schedule 4.15.  Except as
                                                                                                                                        set forth on Schedule 4.15,
                                                                                                                                        as of the Closing Date, there were no pre-emptive or other outstanding rights, options, warrants, conversion rights or
                                                                                                                                        other similar agreements or understandings for the purchase or acquisition of any Capital Stock of the Borrower or any
                                                                                                                                        of its Restricted Subsidiaries.

                                                                                                                                     

                                                                                                                                    Section 4.16.     Solvency. 
                                                                                                                                        After giving effect to the execution and delivery of the Loan Documents, the making of the Loans under this Agreement,
                                                                                                                                        the Borrower is Solvent and the Loan Parties are Solvent on a consolidated basis.

                                                                                                                                     

                                                                                                                                    Section 4.17.     Licensing and
                                                                                                                                            Accreditation.    Except where the failure to do so could not reasonably be expected to have a Material
                                                                                                                                        Adverse Effect, each of the Borrower and the Restricted Subsidiaries, and to the knowledge of the Responsible Officers
                                                                                                                                        of the Loan Parties, each Contract Provider (i) has obtained (or been duly assigned) all required certificates of need
                                                                                                                                        or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction,
                                                                                                                                        expansion of, investment in or operation of its businesses as currently operated; (ii) has obtained and maintains
                                                                                                                                        accreditation from one or more generally recognized accreditation agencies where such accreditation is customary in the
                                                                                                                                        industry in which it is engaged; (iii) in the case of each HMO Subsidiary, has entered into and maintains in good
                                                                                                                                        standing its contract with CMS or such other agreement to be able to provide managed health care services to Medicare or
                                                                                                                                        Medicaid; and (iv) has taken all necessary action to obtain, preserve and maintain each certificate of authority,
                                                                                                                                        license, permit, authorization and other approval of any Governmental Authority required for the conduct of its business
                                                                                                                                        and material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, and all of such
                                                                                                                                        certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or
                                                                                                                                        suspended or otherwise limited, including action to obtain, preserve and maintain with respect to each HMO Subsidiary
                                                                                                                                        all certificates of authority, licenses, permits, authorizations and other approvals required under the HMO Regulations
                                                                                                                                        or other regulations issued by the applicable Governmental Authority, including approvals required to ensure that such
                                                                                                                                        HMO Subsidiary and Insurance Subsidiary is eligible for all reimbursements available under the HMO Regulations or other
                                                                                                                                        regulations issued by the applicable Governmental Authority, and all of such certificates, licenses, permits,
                                                                                                                                        authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited. 
                                                                                                                                        To the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider is duly licensed (where license
                                                                                                                                        is required) by each state or state agency or commission, or any other Governmental Authority having jurisdiction over
                                                                                                                                        the provisions of such services by such Person in the locations in which the Loan Parties conduct business, required to
                                                                                                                                        enable such Person to provide the professional services provided by such Person and otherwise as is necessary to enable
                                                                                                                                        the Loan Parties to operate as currently operated and as presently contemplated to be operated except to the extent that
                                                                                                                                        the failure to do so could not reasonably be expected to have a Material Adverse Effect.  To the knowledge of the
                                                                                                                                        Responsible Officers of the Loan Parties, all such required licenses are in full force and effect on the date hereof and
                                                                                                                                        have not been revoked or suspended or otherwise limited except to the extent that the failure to do so could not
                                                                                                                                        reasonably be expected to have a Material Adverse Effect.

                                                                                                                                    
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                                                                                                                                      Section 4.18.     Anti-Corruption Laws
                                                                                                                                              and Sanctions.  The Borrower has implemented and maintains in effect policies and procedures designed to ensure
                                                                                                                                          compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers,
                                                                                                                                          employees and agents with Anti-Corruption Laws, and the Borrower, its Subsidiaries and their respective directors,
                                                                                                                                          officers and employees and to the knowledge of the Borrower its agents, are in compliance with Anti-Corruption Laws. 
                                                                                                                                          None of (a) the Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the
                                                                                                                                          knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection
                                                                                                                                          with or benefit from the credit facilities established hereby, is a Sanctioned Person.  No Borrowing or Letter of
                                                                                                                                          Credit, use of proceeds or other Transactions will violate Anti-Corruption Laws or applicable Sanctions.

                                                                                                                                       

                                                                                                                                      Section 4.19.     Subordination of
                                                                                                                                              Subordinated Debt.  This Agreement, and all amendments, modifications, extensions, renewals, refinancings
                                                                                                                                          and refundings hereof, constitute the “Senior Credit Agreement” within the meaning of the applicable Subordinated Debt
                                                                                                                                          Document; this Agreement, together with each of the other Loan Documents and all amendments, modifications,
                                                                                                                                          extensions, renewals, refinancings and refundings hereof and thereof, constitute “Senior Loan Documents” within the
                                                                                                                                          meaning of the applicable Subordinated Debt Document; and the Loans and all other Obligations of the Borrower to the
                                                                                                                                          Lenders and the Administrative Agent under this Agreement and all other Loan Documents, and all amendments,
                                                                                                                                          modifications, extensions, renewals, refinancings or refundings of any of the foregoing, constitute “Senior
                                                                                                                                          Indebtedness” of the Borrower within the meaning of the applicable Subordinated Debt Document, and the holders thereof
                                                                                                                                          from time to time shall be entitled to all of the rights of a holder of “Senior Indebtedness” pursuant to the
                                                                                                                                          applicable Subordinated Debt Document.

                                                                                                                                       

                                                                                                                                      Section 4.20.     Medicare and Medicaid
                                                                                                                                              Notices and Filings Related to Business.   Except where the failure to do so could not reasonably be expected to
                                                                                                                                          have a Material Adverse Effect, each of the Borrower and the HMO Subsidiaries has timely filed (a) all reports and
                                                                                                                                          other filings required to be filed in connection with the Medicare and Medicaid programs in which they participate,
                                                                                                                                          and all such reports and filings are true and complete in all material respects, and (b) all material reports, data
                                                                                                                                          and other information required by any other Governmental Authority with authority to regulate it or its business or
                                                                                                                                          operations in any manner.  Except to the extent any such action could not reasonably be expected to result in a
                                                                                                                                          Material Adverse Effect, (i) there are no claims, actions, proceedings or appeals pending (and none of the Borrower or
                                                                                                                                          any Restricted Subsidiary has made any filing that would result in any claims, actions, proceedings or appeals) before
                                                                                                                                          any Governmental Authority with respect to any Medicare or Medicaid reports or claims filed by the Borrower or any
                                                                                                                                          Restricted Subsidiary on or before the date hereof, or with respect to any adjustments, denials, recoupments or
                                                                                                                                          disallowances by any intermediary, carrier, other insurer, commission, board or agency in connection with any cost
                                                                                                                                          reports or claims, and (ii) no validation review, survey, inspection, audit, investigation or program integrity review
                                                                                                                                          related to the Borrower or any Restricted Subsidiary has been conducted by any Governmental Authority or government
                                                                                                                                          contractor in connection with Medicare or Medicaid, and no such reviews are scheduled, pending or, to the knowledge of
                                                                                                                                          the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary.

                                                                                                                                       

                                                                                                                                      Section 4.21.     No Affected Financial
                                                                                                                                              Institutions.   No Loan Party is an Affected Financial Institution.

                                                                                                                                      
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                                                                                                                                        ARTICLE
                                                                                                                                          V

                                                                                                                                          

                                                                                                                                          AFFIRMATIVE COVENANTS

                                                                                                                                         

                                                                                                                                        Each Loan Party covenants and agrees that so long as any Lender has a Commitment hereunder, any
                                                                                                                                          Obligation remains unpaid or outstanding, or any Letter of Credit shall remain outstanding, such Loan Party shall and
                                                                                                                                          shall cause each Restricted Subsidiary to:

                                                                                                                                         

                                                                                                                                        Section 5.1.     Financial
                                                                                                                                                Statements and Other Information.  Deliver to the Administrative Agent and each Lender:

                                                                                                                                         

                                                                                                                                        (a)     as soon as available and in any event within 90 days after the end of each Fiscal Year, a
                                                                                                                                            copy of the annual audited report for such Fiscal Year for the Borrower and its Subsidiaries, containing a
                                                                                                                                            consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and the related
                                                                                                                                            consolidated statements of income or operations, changes in stockholders’ equity and cash flows (together with all
                                                                                                                                            footnotes thereto) of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in
                                                                                                                                            comparative form the figures for the previous Fiscal Year, all in reasonable detail and reported on by independent
                                                                                                                                            public accountants of nationally recognized standing (without a “going concern” or like qualification, exception or
                                                                                                                                            explanation and without any qualification or exception as to scope of such audit) to the effect that such financial
                                                                                                                                            statements present fairly in all material respects the financial condition and the results of operations of the
                                                                                                                                            Borrower and its Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP and that the
                                                                                                                                            examination by such accountants in connection with such consolidated financial statements has been made in
                                                                                                                                            accordance with generally accepted auditing standards;

                                                                                                                                         

                                                                                                                                        (b)     as soon as available and in any event within 45 days after the end of each Fiscal Quarter, an
                                                                                                                                            unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and
                                                                                                                                            the related unaudited consolidated statements of income or operations, changes in stockholders’ equity and cash
                                                                                                                                            flows of the Borrower and its Subsidiaries for such Fiscal Quarter and the then elapsed portion of such Fiscal Year,
                                                                                                                                            setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding
                                                                                                                                            portion of Borrower’s previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, such
                                                                                                                                            consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or
                                                                                                                                            controller of the Borrower as presenting fairly the financial condition, results of operations, stockholders’ equity
                                                                                                                                            and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit
                                                                                                                                            adjustments and the absence of footnotes;

                                                                                                                                        
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                                                                                                                                          (c)     concurrently with the delivery of the financial statements referred to in clauses (a) and (b) above, a Compliance
                                                                                                                                              Certificate signed by the principal executive officer or the principal financial officer of the Borrower (i)
                                                                                                                                              certifying as to whether there exists a Default or Event of Default on the date of such certificate, and if a
                                                                                                                                              Default or an Event of Default then exists, (ii) setting forth in reasonable detail calculations demonstrating
                                                                                                                                              compliance with the financial covenants set forth in Article VI, (iii) certifying that as of the date thereof, all
                                                                                                                                              representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all
                                                                                                                                              material respects (other than those representations and warranties that are expressly qualified by a Material
                                                                                                                                              Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all
                                                                                                                                              respects), except to the extent that such representations and warranties specifically refer to an earlier date, in
                                                                                                                                              which case they are true and correct in all material respects (other than those representations and warranties
                                                                                                                                              that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations
                                                                                                                                              and warranties shall be true and correct in all respects) as of such earlier date, (iv) stating whether any change
                                                                                                                                              in GAAP or the application thereof has occurred since the date of the Audited Financial Statements (or, if later,
                                                                                                                                              the date of the most recent audited financial statements delivered pursuant to Section 5.1(a)), and if any change
                                                                                                                                              has occurred, specifying the effect of such change on the financial statements accompanying such Compliance
                                                                                                                                              Certificate, (v) specifying any change in the identity of the Subsidiaries as of the end of such Fiscal Year or
                                                                                                                                              Fiscal Quarter from the Subsidiaries identified to the Lenders on the Closing Date or as of the most recent Fiscal
                                                                                                                                              Year or Fiscal Quarter, as the case may be and (vi) if the Borrower has designated any of its Subsidiaries as
                                                                                                                                              Unrestricted Subsidiaries, then the quarterly and annual financial information required by clauses (a) and (b) of this Section 5.1 shall include a
                                                                                                                                              reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of
                                                                                                                                              the financial condition and results of operations of the Borrower and its Restricted Subsidiaries separate from
                                                                                                                                              the financial condition and results of operations of the Unrestricted Subsidiaries of the Borrower.

                                                                                                                                           

                                                                                                                                          (d)     as soon as available and in any event within 60 days after the end of the Fiscal
                                                                                                                                              Year, a pro forma budget for the succeeding Fiscal Year, containing (i) an income statement, balance sheet and
                                                                                                                                              statement of cash flow of the Borrower and its Restricted Subsidiaries and (ii) a statement of cash flow of the
                                                                                                                                              Borrower only;

                                                                                                                                           

                                                                                                                                          (e)     promptly after the same become publicly available, copies of all periodic and
                                                                                                                                              other reports, proxy statements and other materials filed with the SEC, or with any national securities exchange,
                                                                                                                                              or distributed by the Borrower to its stockholders generally, as the case may be;

                                                                                                                                           

                                                                                                                                          (f)     as soon as available and in any event within 15 days of the required date for
                                                                                                                                              delivery to the applicable state after the end of each fiscal year of the Borrower, annual financial statements of
                                                                                                                                              each HMO Subsidiary and Insurance Subsidiary as filed with the applicable HMO Regulator;

                                                                                                                                           

                                                                                                                                          (g)     as soon as available and in any event within 15 days of the required date for
                                                                                                                                              delivery to the applicable state after the end of each fiscal quarter of the Borrower, quarterly financial
                                                                                                                                              statements of each HMO Subsidiary and Insurance Subsidiary as filed with the applicable HMO Regulator; and

                                                                                                                                           

                                                                                                                                          (h)     promptly following any request therefor, such other information regarding the
                                                                                                                                              results of operations, business affairs and financial condition of the Borrower or any Subsidiary as the
                                                                                                                                              Administrative Agent or any Lender may reasonably request.

                                                                                                                                           

                                                                                                                                          If at any time the Borrower is required to file periodic reports under Section 13(a) or Section
                                                                                                                                            15(d) of the Securities Exchange Act of 1934, as amended, Borrower may satisfy its obligation to deliver the
                                                                                                                                            financial statements referred to in clauses (a) and (b) above by delivering such financial statements by electronic
                                                                                                                                            mail to such e-mail addresses as the Administrative Agent and Lenders shall have provided to Borrower from time to
                                                                                                                                            time.

                                                                                                                                          
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                                                                                                                                            Section 5.2.     Notices
                                                                                                                                                    of Material Events.  Furnish to the Administrative Agent and each Lender prompt written notice of
                                                                                                                                                the following:

                                                                                                                                             

                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  (a)     the occurrence of any
                                                                                                                                                    Default or Event of Default;

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                             

                                                                                                                                            (b)     the filing or commencement of, or any material development
                                                                                                                                                in, any action, suit, investigation or proceeding by or before any arbitrator or Governmental Authority against
                                                                                                                                                or, to the knowledge of the Borrower, affecting the Borrower or any Restricted Subsidiary which, if adversely
                                                                                                                                                determined, could reasonably be expected to result in a Material Adverse Effect;

                                                                                                                                             

                                                                                                                                            (c)     the occurrence of any event or any other development by
                                                                                                                                                which the Borrower or any of its Restricted Subsidiaries (i) fails to comply with any Environmental Law or to
                                                                                                                                                obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii)
                                                                                                                                                becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any
                                                                                                                                                Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the
                                                                                                                                                preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material
                                                                                                                                                Adverse Effect;

                                                                                                                                             

                                                                                                                                            (d)     the occurrence of any ERISA Event that alone, or together
                                                                                                                                                with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the
                                                                                                                                                Borrower and its Restricted Subsidiaries in an aggregate amount exceeding $100,000,000;

                                                                                                                                             

                                                                                                                                            (e)     any other development that results in, or could reasonably
                                                                                                                                                be expected to result in, a Material Adverse Effect;

                                                                                                                                             

                                                                                                                                            (f)     not later than five (5) Business Days after receipt of
                                                                                                                                                official written notice, any development that has resulted in, or could reasonably be expected to result in, an
                                                                                                                                                Exclusion Event, including any notice by the OIG of exclusion or proposed exclusion of the Borrower or any
                                                                                                                                                Restricted Subsidiary from any Medical Reimbursement Program in which it participates, and any other development
                                                                                                                                                that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect;

                                                                                                                                             

                                                                                                                                            (g)     not later than five (5) Business Days after receipt of
                                                                                                                                                official written notice, commencement of any material non-routine audit or investigation of the Borrower or any
                                                                                                                                                Restricted Subsidiary by any regulatory authority, including any Governmental Authority or HMO Regulator, and
                                                                                                                                                commencement of any proceeding or other action against the Borrower or any Restricted Subsidiary, in each case,
                                                                                                                                                that could reasonably be expected to result in a suspension, revocation or termination of any contract of the
                                                                                                                                                Borrower or any Restricted Subsidiary with respect to a Medical Reimbursement Program to the extent such
                                                                                                                                                suspension, revocation or termination is material to the Borrower and its Restricted Subsidiaries taken as a
                                                                                                                                                whole;

                                                                                                                                             

                                                                                                                                            (h)     receipt by the Borrower or any Restricted Subsidiary of (i)
                                                                                                                                                any notice of suspension or forfeiture of any material certificate of authority or similar license of any HMO
                                                                                                                                                Subsidiary to the extent such suspension or forfeiture is material to the Borrower and its Restricted
                                                                                                                                                Subsidiaries, taken as a whole and (ii) to the extent permitted by law, rule or regulation, any other material
                                                                                                                                                notice of deficiency, compliance order or adverse report issued by any regulatory authority, including any HMO
                                                                                                                                                Regulator, or private insurance company pursuant to a provider agreement that, if not promptly complied with or
                                                                                                                                                cured, could reasonably be expected to result in the suspension or forfeiture of any certification, license,
                                                                                                                                                permit, authorization or other approval necessary for such HMO Subsidiary to carry on its business as then
                                                                                                                                                conducted or in the termination of any insurance or reimbursement program then available to any HMO Subsidiary,
                                                                                                                                                in each case to the extent such suspension, termination or forfeiture is material to the Borrower and its
                                                                                                                                                Restricted Subsidiaries, taken as a whole; and

                                                                                                                                            
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                                                                                                                                              (i)     following any request therefor, provide information and
                                                                                                                                                  documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with
                                                                                                                                                  applicable “know your customer” and anti-money-laundering rules and regulations, including, without
                                                                                                                                                  limitation, the Patriot Act and the Beneficial Ownership Regulation.

                                                                                                                                               

                                                                                                                                              Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible
                                                                                                                                                Officer setting forth the details of the event or development requiring such notice and any action taken or
                                                                                                                                                proposed to be taken with respect thereto.

                                                                                                                                               

                                                                                                                                              Section 5.3.     Existence;
                                                                                                                                                      Conduct of Business.

                                                                                                                                               

                                                                                                                                              (a)     Do or cause to be done all things necessary to preserve, renew
                                                                                                                                                  and maintain in full force and effect its legal existence and its respective rights, licenses, permits,
                                                                                                                                                  privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its
                                                                                                                                                  business; provided,
                                                                                                                                                  that nothing in this Section
                                                                                                                                                      5.3 shall prohibit any merger, consolidation, liquidation or dissolution permitted under Section 7.3; and

                                                                                                                                               

                                                                                                                                              (b)     Engage in the business of the type conducted by the Borrower
                                                                                                                                                  and its Restricted Subsidiaries on the date hereof and businesses reasonably related thereto.

                                                                                                                                               

                                                                                                                                              Section 5.4.     Compliance
                                                                                                                                                      with Laws, Etc. Comply with all Laws applicable to its business and properties, including
                                                                                                                                                  without limitation, all Environmental Laws, ERISA, Titles XVIII and XIX of the Social Security Act, Medicare
                                                                                                                                                  Regulations, Medicaid Regulations, the Anti-Kickback Statute, self-referral law requirements, including the
                                                                                                                                                  requirements of the Stark Law, HMO Regulations, HIPAA, the HITECH Act, and OSHA, except where the failure to
                                                                                                                                                  do so, either individually or in the aggregate, could not reasonably be expected to result in a Material
                                                                                                                                                  Adverse Effect.

                                                                                                                                               

                                                                                                                                              Section 5.5.     Payment
                                                                                                                                                      of Obligations.  Pay and discharge at or before maturity, all of its obligations and
                                                                                                                                                  liabilities (including without limitation all taxes, assessments and other governmental charges, levies and
                                                                                                                                                  all other claims that could result in a statutory Lien) before the same shall become delinquent or in default,
                                                                                                                                                  except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings,
                                                                                                                                                  (b) the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect
                                                                                                                                                  thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably
                                                                                                                                                  be expected to result in a Material Adverse Effect.

                                                                                                                                               

                                                                                                                                              Section 5.6.     Books
                                                                                                                                                      and Records. Keep proper books of record and account in which full, true and correct entries
                                                                                                                                                  shall be made of all dealings and transactions in relation to its business and activities to the extent
                                                                                                                                                  necessary to prepare the consolidated financial statements of the Borrower and its Subsidiaries in conformity
                                                                                                                                                  with GAAP.

                                                                                                                                               

                                                                                                                                              Section 5.7.     Visitation,
                                                                                                                                                      Inspection, Etc.  Permit any representative of the Administrative Agent or any Lender, to visit
                                                                                                                                                  and inspect its properties, to examine its books and records and to make copies and take extracts therefrom,
                                                                                                                                                  and to discuss its affairs, finances and accounts with any of its officers and with its independent certified
                                                                                                                                                  public accountants, all at such reasonable times and as often as the Administrative Agent or any Lender may
                                                                                                                                                  reasonably request after reasonable prior notice to the Borrower; provided, if a Default or an Event of Default has occurred
                                                                                                                                                  and is continuing, no prior notice shall be required.

                                                                                                                                              
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                                                                                                                                                Section 5.8.    Maintenance of Properties; Insurance.

                                                                                                                                                 

                                                                                                                                                (a)     Keep and maintain all property
                                                                                                                                                    material to the conduct of its business in good working order and condition, ordinary wear and tear
                                                                                                                                                    excepted; and

                                                                                                                                                 

                                                                                                                                                (b)     Maintain with financially sound and
                                                                                                                                                    reputable insurance companies not Affiliates of the Borrower, insurance with respect to its properties and
                                                                                                                                                    business, and the properties and business of its Restricted Subsidiaries, against loss, damage and risk of
                                                                                                                                                    the kinds customarily insured against by companies in the same or similar businesses operating in the same
                                                                                                                                                    or similar locations.

                                                                                                                                                 

                                                                                                                                                Section 5.9.     Use of Proceeds; Margin Regulations.  Use the proceeds of all Revolving Loans
                                                                                                                                                    to refinance Indebtedness under the Existing Credit Agreement, finance working capital needs, Permitted
                                                                                                                                                    Acquisitions, capital expenditures and for other general corporate purposes of the Borrower and its
                                                                                                                                                    Subsidiaries.  No part of the proceeds of any Loan will be used, whether directly or indirectly, for any
                                                                                                                                                    purpose that would violate any rule or regulation of the Board of Governors of the Federal Reserve System,
                                                                                                                                                    including Regulations T, U or X.  All Letters of Credit will be used for general corporate purposes.

                                                                                                                                                 

                                                                                                                                                The Borrower will not request any Borrowing or Letter of Credit, and the  Borrower
                                                                                                                                                  shall not use, and the Borrower shall ensure that its Subsidiaries and its or their respective directors,
                                                                                                                                                  officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (i) in
                                                                                                                                                  furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or
                                                                                                                                                  anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of
                                                                                                                                                  funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person,
                                                                                                                                                  or in any Sanctioned Country or (iii) in any manner that would result in the violation of any Sanctions
                                                                                                                                                  applicable to any party hereto.

                                                                                                                                                 

                                                                                                                                                Section 5.10.     Guarantees by Material Domestic Subsidiaries.  The Borrower shall notify the
                                                                                                                                                    Administrative Agent and the Lenders of any Material Domestic Subsidiary that exists as of the date for
                                                                                                                                                    which the Borrower delivers financial statements pursuant to Section 5.1(a) or (b) and, within thirty (30) Business Days (or
                                                                                                                                                    such longer period approved by the Administrative Agent in its sole discretion) after delivery of such
                                                                                                                                                    financial statements, cause such Material Domestic Subsidiary to become a Guarantor.  A Material Domestic
                                                                                                                                                    Subsidiary shall become a Guarantor by executing and delivering to the Administrative Agent a Guarantor
                                                                                                                                                    Joinder Agreement in form and substance reasonably satisfactory to the Administrative Agent, accompanied by
                                                                                                                                                    (a) all other Loan Documents related thereto, (b) certified copies of Organization Documents, appropriate
                                                                                                                                                    authorizing resolutions of the board of directors of such Subsidiaries, and opinions of counsel comparable
                                                                                                                                                    to those delivered pursuant to Section
                                                                                                                                                        3.1(c), and (c) such other documents as the Administrative Agent may reasonably request.  
                                                                                                                                                    Notwithstanding the foregoing, upon the guarantee by any Subsidiary of any Indebtedness incurred pursuant to
                                                                                                                                                    Section 7.1(k),
                                                                                                                                                    concurrently with the provision of such guarantee, to the extent such Subsidiary is not a Guarantor
                                                                                                                                                    hereunder, cause such Subsidiary to become a Guarantor by complying with this Section 5.10.

                                                                                                                                                 

                                                                                                                                                Section 5.11.     Material Licenses.  Obtain and maintain all Material Licenses for each
                                                                                                                                                    Restricted Subsidiary.

                                                                                                                                                 

                                                                                                                                                Section 5.12.     Unrestricted Subsidiaries.

                                                                                                                                                
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                                                                                                                                                  (a)     The Borrower may designate any of
                                                                                                                                                      its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default
                                                                                                                                                      and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a
                                                                                                                                                      Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all
                                                                                                                                                      outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly
                                                                                                                                                      designated shall be deemed to be an Investment made as of the time of the designation and will either
                                                                                                                                                      reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as
                                                                                                                                                      determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in
                                                                                                                                                      reliance on Section
                                                                                                                                                          7.5(c). Such designation will only be permitted if the Investment would be permitted at
                                                                                                                                                      that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

                                                                                                                                                   

                                                                                                                                                  (b)     Any designation of a Subsidiary of
                                                                                                                                                      the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the
                                                                                                                                                      Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving
                                                                                                                                                      effect to such designation and a certificate of a Responsible Officer certifying that such designation
                                                                                                                                                      complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted
                                                                                                                                                      Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to
                                                                                                                                                      be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will
                                                                                                                                                      be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such
                                                                                                                                                      Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in
                                                                                                                                                      default of Section 7.1
                                                                                                                                                      unless such Unrestricted Subsidiary is made to meet such requirements.

                                                                                                                                                   

                                                                                                                                                  (c)     The Borrower may at any time
                                                                                                                                                      designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such
                                                                                                                                                      designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the
                                                                                                                                                      Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation
                                                                                                                                                      will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the
                                                                                                                                                      Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating
                                                                                                                                                      that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance
                                                                                                                                                      with the financial covenants set forth in Article VI recomputed as of the end of the period of the four
                                                                                                                                                      Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to
                                                                                                                                                      Section 5.1(a)
                                                                                                                                                      or (b); and
                                                                                                                                                      (z) no Default or Event of Default would be in existence following such designation.

                                                                                                                                                   

                                                                                                                                                  ARTICLE VI

                                                                                                                                                    

                                                                                                                                                    FINANCIAL COVENANTS

                                                                                                                                                   

                                                                                                                                                  Each Loan Party covenants and agrees that so long as any Lender has a Commitment
                                                                                                                                                    hereunder, any Obligation remains unpaid or outstanding, or any Letter of Credit shall remain outstanding,
                                                                                                                                                    no Loan Party shall, nor shall it permit any Restricted Subsidiary to, directly or indirectly:

                                                                                                                                                   

                                                                                                                                                  Section 6.1.     Consolidated Net Leverage Ratio.  Permit the Consolidated Net
                                                                                                                                                      Leverage Ratio as of the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending June 30,
                                                                                                                                                      2020, to be greater than 4.00:1.0.

                                                                                                                                                  
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                                                                                                                                                    Section 6.2.     Consolidated Interest Coverage Ratio.  Permit the Consolidated
                                                                                                                                                        Interest Coverage Ratio as of the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending
                                                                                                                                                        June 30, 2020, to be less than 3.50:1.00.

                                                                                                                                                     

                                                                                                                                                    ARTICLE VII

                                                                                                                                                      

                                                                                                                                                      NEGATIVE COVENANTS

                                                                                                                                                     

                                                                                                                                                    Each Loan Party covenants and agrees that so long as any Lender has a
                                                                                                                                                      Commitment hereunder, any Obligation remains unpaid or outstanding, or any Letter of Credit shall remain
                                                                                                                                                      outstanding, no Loan Party shall, nor shall it permit any Restricted Subsidiary to, directly or
                                                                                                                                                      indirectly:

                                                                                                                                                     

                                                                                                                                                    Section 7.1.     Indebtedness and Preferred Equity.  Create, incur, assume or
                                                                                                                                                        suffer to exist any Indebtedness, except:

                                                                                                                                                     

                                                                                                                                                    (a)     Indebtedness created pursuant to
                                                                                                                                                        the Loan Documents;

                                                                                                                                                     

                                                                                                                                                    (b)     Indebtedness of the Borrower or
                                                                                                                                                        any Restricted Subsidiary existing on the date hereof and set forth on Schedule 7.1 and extensions, renewals and
                                                                                                                                                        replacements of any such Indebtedness that do not increase the outstanding principal amount thereof
                                                                                                                                                        (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity
                                                                                                                                                        or the weighted average life thereof;

                                                                                                                                                     

                                                                                                                                                    (c)     Indebtedness of the Borrower or
                                                                                                                                                        any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed
                                                                                                                                                        or capital assets, including Finance Lease Liabilities; provided, that such Indebtedness is incurred prior to
                                                                                                                                                        or within 90 days after such acquisition or the completion of such construction or improvements or
                                                                                                                                                        extensions, renewals, and replacements of any such Indebtedness that do not increase the outstanding
                                                                                                                                                        principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement)
                                                                                                                                                        or shorten the maturity or the weighted average life thereof; provided further, that the aggregate
                                                                                                                                                        principal amount of such Indebtedness does not exceed at any time outstanding, the greater of (i)
                                                                                                                                                        $150,000,000 and (ii) 3.0% of the value of Consolidated Total Assets;

                                                                                                                                                     

                                                                                                                                                    (d)     Indebtedness of the Borrower
                                                                                                                                                        owing to any Restricted Subsidiary and of any Restricted Subsidiary owing to the Borrower or any other
                                                                                                                                                        Restricted Subsidiary; provided,
                                                                                                                                                        that any such Indebtedness that is owed by the Borrower or a Restricted Subsidiary that is not a Loan
                                                                                                                                                        Party shall be subject to Section
                                                                                                                                                            7.4;

                                                                                                                                                     

                                                                                                                                                    (e)     Guarantees by the Borrower of
                                                                                                                                                        Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the
                                                                                                                                                        Borrower or any other Restricted Subsidiary; provided, that Guarantees by any Loan Party of Indebtedness of
                                                                                                                                                        any Restricted Subsidiary that is not a Loan Party shall be subject to Section 7.4;

                                                                                                                                                     

                                                                                                                                                    (f)     Hedging Obligations permitted by
                                                                                                                                                        Section 7.10;

                                                                                                                                                     

                                                                                                                                                    (g)     Indebtedness under letters of
                                                                                                                                                        credit not issued under this Agreement in an aggregate amount not to exceed, at the time of incurrence
                                                                                                                                                        of any such Indebtedness, $150,000,000 (the “Additional Letters of Credit”);

                                                                                                                                                    
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                                                                                                                                                      (h)     the Existing Notes;

                                                                                                                                                       

                                                                                                                                                      (i)     Indebtedness of Persons
                                                                                                                                                          acquired in Permitted Acquisitions (the “Acquired Indebtedness”) in an aggregate amount not to exceed, at the
                                                                                                                                                          time of incurrence of any such Acquired Indebtedness, the greater of (A) $75,000,000 and (B) 1.5% of
                                                                                                                                                          Consolidated Total Assets, provided that such Acquired Indebtedness (i) shall exist prior to the
                                                                                                                                                          applicable Permitted Acquisition and shall not have been incurred in anticipation of the applicable
                                                                                                                                                          Permitted Acquisition, (ii) neither the Borrower nor any of its Restricted Subsidiaries that was not
                                                                                                                                                          an obligor with respect to such Indebtedness prior to such Person becoming a Restricted Subsidiary of
                                                                                                                                                          the Borrower shall become an obligor for such Indebtedness and (iii) such Indebtedness shall not be
                                                                                                                                                          secured by a Lien on any Property of the Borrower or any Restricted Subsidiary that did not secure
                                                                                                                                                          such Indebtedness prior to such Person becoming a Restricted Subsidiary of the Borrower;

                                                                                                                                                       

                                                                                                                                                      (j)     other secured Indebtedness of
                                                                                                                                                          the Borrower and its Restricted Subsidiaries, provided that, (i) no Default or Event of Default shall have
                                                                                                                                                          occurred and be continuing or result from the incurrence of such Indebtedness, (ii) the documents
                                                                                                                                                          governing such secured Indebtedness shall not contain covenants (including quantitative covenants and
                                                                                                                                                          financial covenants) which are more restrictive than the covenants contained in this agreement, (iii)
                                                                                                                                                          the final maturity date, any mandatory prepayment or mandatory redemption of such secured Indebtedness
                                                                                                                                                          shall be no earlier than ninety-one (91) days after the Latest Maturity Date or the latest maturity
                                                                                                                                                          date applicable to any Incremental Term Loan, (iv) the weighted average life to maturity of such
                                                                                                                                                          secured Indebtedness shall not be shorter than the weighted average life to maturity of any
                                                                                                                                                          Incremental Term Loan outstanding as of the time of the issuance thereof and (v) the aggregate
                                                                                                                                                          principal amount of such Indebtedness shall not exceed, at the time of incurrence of any such
                                                                                                                                                          Indebtedness, the greater of (A) $75,000,000 and (B) 2.5% of the value of Consolidated Total Assets;

                                                                                                                                                       

                                                                                                                                                      (k)     Permitted Subordinated Debt and
                                                                                                                                                          unsecured Indebtedness of the Borrower and its Restricted Subsidiaries, provided that (i) after giving effect
                                                                                                                                                          thereto on a Pro Forma Basis the Borrower and its Restricted Subsidiaries are in compliance with the
                                                                                                                                                          financial covenants as set forth in Article VI recomputed as of the end of the period of the four
                                                                                                                                                          Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant
                                                                                                                                                          to Section 5.1(a)
                                                                                                                                                          or (b),
                                                                                                                                                          (ii) no Default or Event of Default shall have occurred and be continuing or result from the
                                                                                                                                                          incurrence of such Indebtedness, (iii) the documents governing such unsecured Indebtedness shall not
                                                                                                                                                          contain covenants (including quantitative covenants and financial covenants) which are more restricted
                                                                                                                                                          than the covenants contained in this Agreement, (iv) the final maturity date, any mandatory prepayment
                                                                                                                                                          or mandatory redemption of such unsecured Indebtedness shall be no earlier than ninety-one (91) days
                                                                                                                                                          after the Latest Maturity Date or the latest maturity date applicable to any Incremental Term Loan and
                                                                                                                                                          (v) the weighted average life to maturity of such unsecured Indebtedness shall not be shorter than the
                                                                                                                                                          weighted average life to maturity of any Incremental Term Loan outstanding as of the time of the
                                                                                                                                                          issuance thereof; provided,
                                                                                                                                                          that clauses (iv) and (v) shall not apply to Bridge Senior Unsecured Indebtedness; and

                                                                                                                                                       

                                                                                                                                                      (l)     the 364 Day Bridge Senior
                                                                                                                                                          Unsecured Indebtedness.

                                                                                                                                                      
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                                                                                                                                                        Section 7.2.     Negative Pledge.  Create, incur, assume or suffer
                                                                                                                                                            to exist any Lien on any of its assets or property now owned or hereafter acquired or, except:

                                                                                                                                                         

                                                                                                                                                        (a)     Liens securing the
                                                                                                                                                            Obligations pursuant to the Loan Documents (if any);

                                                                                                                                                         

                                                                                                                                                        (b)     Permitted Encumbrances;

                                                                                                                                                         

                                                                                                                                                        (c)     any Liens on any property or
                                                                                                                                                            assets of the Borrower or its Restricted Subsidiaries existing on the Closing Date set forth on Schedule 7.2;
                                                                                                                                                            provided,
                                                                                                                                                            that such Lien shall not apply to any other property or asset of the Borrower or any Restricted
                                                                                                                                                            Subsidiary;

                                                                                                                                                         

                                                                                                                                                        (d)     purchase money Liens upon or
                                                                                                                                                            in any fixed or capital assets to secure the purchase price or the cost of construction or
                                                                                                                                                            improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the
                                                                                                                                                            purpose of financing the acquisition, construction or improvement of such fixed or capital assets
                                                                                                                                                            (including Liens securing any Finance Lease Liabilities); provided, that (i) such Lien secured
                                                                                                                                                            Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within
                                                                                                                                                            90 days after the acquisition, improvement or completion of the construction thereof, (iii) such
                                                                                                                                                            Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed
                                                                                                                                                            the cost of acquiring, constructing or improving such fixed or capital assets;

                                                                                                                                                         

                                                                                                                                                        (e)     extensions, renewals, or
                                                                                                                                                            replacements of any Lien referred to in paragraphs (a) through (d) of this Section 7.2; provided,
                                                                                                                                                            that the principal amount of the Indebtedness secured thereby is not increased and that any such
                                                                                                                                                            extension, renewal or replacement is limited to the assets originally encumbered thereby;

                                                                                                                                                         

                                                                                                                                                        (f)     Liens securing Acquired
                                                                                                                                                            Indebtedness permitted under Section 7.1(i), provided that (i) such Liens do not at any time encumber any
                                                                                                                                                            property other than property of the Person acquired in the applicable Permitted Acquisition at the
                                                                                                                                                            time of such Permitted Acquisition and (ii) such Liens shall exist prior to the applicable Permitted
                                                                                                                                                            Acquisition and shall not be incurred in anticipation of the applicable Permitted Acquisition;

                                                                                                                                                         

                                                                                                                                                        (g)     Liens securing Indebtedness
                                                                                                                                                            permitted by Section
                                                                                                                                                                7.1(j);

                                                                                                                                                         

                                                                                                                                                        (h)     Liens in cash and Permitted
                                                                                                                                                            Investments securing the reimbursement and related obligations under Additional Letters of Credit;

                                                                                                                                                         

                                                                                                                                                        (i)     normal and customary rights
                                                                                                                                                            of setoff upon deposits of cash in favor of banks or other depository institutions; and

                                                                                                                                                         

                                                                                                                                                        (j)     customary escrow arrangements
                                                                                                                                                            and segregated accounts (to the extent such segregated account is deemed to have incurred an
                                                                                                                                                            encumbrance in connection with any covenants applicable to the proceeds contained in such segregated
                                                                                                                                                            account), in each case, permitted by the definition of Specified Cash.

                                                                                                                                                        
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                                                                                                                                                          Section 7.3.     Fundamental Changes.

                                                                                                                                                           

                                                                                                                                                          (a)     Merge into or consolidate
                                                                                                                                                              into any other Person, or permit any other Person to merge into or consolidate with it, or sell,
                                                                                                                                                              lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all
                                                                                                                                                              or substantially all of its assets (in each case, whether now owned or hereafter acquired) or any
                                                                                                                                                              line of business or all or substantially all of the stock of any of its Restricted Subsidiaries
                                                                                                                                                              (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided,
                                                                                                                                                              that if at the time thereof and immediately after giving effect thereto, no Default or Event of
                                                                                                                                                              Default shall have occurred and be continuing, (i) the Borrower or any Restricted Subsidiary may
                                                                                                                                                              merge with a Person pursuant to a Permitted Acquisition if the Borrower (or such Restricted
                                                                                                                                                              Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any
                                                                                                                                                              Restricted Subsidiary may merge into another Restricted Subsidiary, provided, that if any party to such
                                                                                                                                                              merger is a Guarantor, the Guarantor shall be the surviving Person, (iii) any Restricted
                                                                                                                                                              Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its
                                                                                                                                                              assets to any Loan Party, (iv) any Restricted Subsidiary (other than a Guarantor) may liquidate or
                                                                                                                                                              dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the
                                                                                                                                                              best interests of the Borrower and is not materially disadvantageous to the Lenders and (v) any
                                                                                                                                                              HMO Subsidiary and Insurance Subsidiary may merge with any other HMO Subsidiary, Insurance
                                                                                                                                                              Subsidiary or Subsidiary of an HMO Subsidiary or Insurance Subsidiary; provided that (x) its assets
                                                                                                                                                              are all disposed of pursuant to Section 2.12(a) and (y) any such merger involving a Person that is
                                                                                                                                                              not a wholly-owned Restricted Subsidiary immediately prior to such merger shall not be permitted
                                                                                                                                                              unless also permitted by Section 7.4.

                                                                                                                                                           

                                                                                                                                                          (b)     Engage in any business
                                                                                                                                                              other than businesses of the type conducted by the Borrower and its Restricted Subsidiaries on the
                                                                                                                                                              date hereof and businesses reasonably related thereto.

                                                                                                                                                           

                                                                                                                                                          Section 7.4.     Investments, Loans, Etc.  Make any Investment,
                                                                                                                                                              except:

                                                                                                                                                           

                                                                                                                                                          (a)     Investments (other than
                                                                                                                                                              Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments
                                                                                                                                                              in Subsidiaries);

                                                                                                                                                           

                                                                                                                                                          (b)     Permitted Investments;

                                                                                                                                                           

                                                                                                                                                          (c)     Investments in any Person
                                                                                                                                                              that is a Loan Party prior to giving effect to such Investment;

                                                                                                                                                           

                                                                                                                                                          (d)     Investments by any
                                                                                                                                                              Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a
                                                                                                                                                              Loan Party;

                                                                                                                                                           

                                                                                                                                                          (e)     Guarantees by Borrower or
                                                                                                                                                              any Restricted Subsidiary constituting Indebtedness permitted by Section 7.1;

                                                                                                                                                           

                                                                                                                                                          (f)     Hedging Transactions
                                                                                                                                                              permitted by Section
                                                                                                                                                                  7.10;

                                                                                                                                                           

                                                                                                                                                          (g)     Permitted Acquisitions;

                                                                                                                                                           

                                                                                                                                                          (h)     Investments in any HMO
                                                                                                                                                              Subsidiary or Insurance Subsidiary (i) reasonably related to causing such HMO Subsidiary or
                                                                                                                                                              Insurance Subsidiary to comply with (A) minimum statutory capital requirements applicable to such
                                                                                                                                                              HMO Subsidiary or Insurance Subsidiary or (B) the minimum amount of capital required to be
                                                                                                                                                              maintained under Material Contracts applicable to such HMO Subsidiary or Insurance Subsidiary or
                                                                                                                                                              (ii) in connection with a Permitted Acquisition, but solely to extent necessary for such HMO
                                                                                                                                                              Subsidiary or Insurance Subsidiary to consummate such Permitted Acquisition;

                                                                                                                                                          
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                                                                                                                                                            (i)     Guarantees of Contractual
                                                                                                                                                                Obligations of any HMO Subsidiary or Excluded Subsidiary entered into in the ordinary course of
                                                                                                                                                                business; and

                                                                                                                                                             

                                                                                                                                                            (j)     other Investments which
                                                                                                                                                                in the aggregate do not exceed the greater of (i) $60,000,000 or (ii) 2.0% of Consolidated Total
                                                                                                                                                                Assets at any time outstanding.

                                                                                                                                                             

                                                                                                                                                            Section 7.5.     Restricted Payments. 
                                                                                                                                                                Declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except
                                                                                                                                                                for:

                                                                                                                                                             

                                                                                                                                                            (a)     dividends payable by the
                                                                                                                                                                Borrower solely in shares of any class of its common stock;

                                                                                                                                                             

                                                                                                                                                            (b)     Restricted Payments, of
                                                                                                                                                                the type referred to in clause (a) of such definition, made by any Restricted Subsidiary to
                                                                                                                                                                Persons that own Capital Stock in such Restricted Subsidiary, on a pro rata basis according to
                                                                                                                                                                their respective holdings of the type of Capital Stock in respect of which such Restricted
                                                                                                                                                                Payment is being made with any other shareholders if such Restricted Subsidiary is not wholly
                                                                                                                                                                owned by the Borrower and other wholly owned Restricted Subsidiaries;

                                                                                                                                                             

                                                                                                                                                            (c)     any Restricted Payment
                                                                                                                                                                (other than Restricted Investments in Unrestricted Subsidiaries), so long as, at the time of
                                                                                                                                                                such Restricted Payment (i) no Default or Event of Default has occurred and is continuing and
                                                                                                                                                                (ii) after giving effect to such Restricted Payment on a Pro Forma Basis (x) the Loan Parties
                                                                                                                                                                would be in compliance with the financial covenants set forth in Article VI recomputed as of the
                                                                                                                                                                end of the period of the four Fiscal Quarters most recently ended for which the Borrower has
                                                                                                                                                                delivered financial statements pursuant to Section 5.1(a) or (b) and (y) the Consolidated Net
                                                                                                                                                                Leverage Ratio recomputed as of the end of the period of the four Fiscal Quarters most recently
                                                                                                                                                                ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a)
                                                                                                                                                                or (b)
                                                                                                                                                                shall be less than 2.50:1.00;

                                                                                                                                                             

                                                                                                                                                            (d)     any Restricted Payment,
                                                                                                                                                                so long as, at the time of such Restricted Payment (i) no Default or Event of Default has
                                                                                                                                                                occurred and is continuing and (ii) the aggregate amount of all Restricted Payments made
                                                                                                                                                                pursuant to this clause (d) shall not to exceed $250,000,000 in the aggregate during the term of
                                                                                                                                                                this Agreement; and

                                                                                                                                                             

                                                                                                                                                            (e)     any other Restricted
                                                                                                                                                                Payment, unless,
                                                                                                                                                                at the time of and after giving effect to such Restricted Payment on a Pro Forma Basis: (x) no
                                                                                                                                                                Default or Event of Default has occurred and is continuing, (y) after giving effect to such
                                                                                                                                                                Restricted Payment on a Pro Forma Basis the Consolidated Fixed Charge Coverage Ratio recomputed
                                                                                                                                                                as of the end of the period of the four Fiscal Quarters most recently ended for which the
                                                                                                                                                                Borrower has delivered financial statements pursuant to Section 5.1(a) or (b) shall
                                                                                                                                                                be greater than 2.00:1.0; and (z) such Restricted Payment, together with the aggregate amount of
                                                                                                                                                                all Restricted Payments made by the Borrower and the Restricted Subsidiaries after the Closing
                                                                                                                                                                Date pursuant to clause (c) and (d), is less than the sum, without duplication, of:

                                                                                                                                                             

                                                                                                                                                            (i)     $500,000,000, plus

                                                                                                                                                            
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                                                                                                                                                              (ii)    50% of Consolidated Net
                                                                                                                                                                  Income for the period (taken as one accounting period) from January 1, 2020 through and
                                                                                                                                                                  including the date of the most recent balance sheet included in the financial statements
                                                                                                                                                                  delivered by the Borrower pursuant to Section 5.1(a) or (b) at the time of such
                                                                                                                                                                  Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less
                                                                                                                                                                  100% of such deficit), plus

                                                                                                                                                               

                                                                                                                                                              (iii)   100% of the aggregate
                                                                                                                                                                  net cash proceeds (or the Fair Market Value of property other than cash) received by the
                                                                                                                                                                  Borrower since the Closing Date as a contribution to its common equity capital or from the
                                                                                                                                                                  issuance or sale of Capital Stock of the Borrower (other than the issuance of Disqualified
                                                                                                                                                                  Stock) or from the issuance or sale of convertible or exchangeable Disqualified Stock or
                                                                                                                                                                  convertible or exchangeable debt securities of the Borrower, in either case, that have been
                                                                                                                                                                  converted into or exchanged for such Capital Stock of the Borrower (other than Capital Stock
                                                                                                                                                                  or Disqualified Stock or debt securities sold to a Subsidiary of the Borrower), plus

                                                                                                                                                               

                                                                                                                                                              (iv)    to the extent that any
                                                                                                                                                                  Restricted Investment that was made after the Closing Date is (A) sold for cash or otherwise
                                                                                                                                                                  cancelled, liquidated or repaid for cash, the cash proceeds received with respect to such
                                                                                                                                                                  Restricted Investment (less the cost of disposition, if any) or (B) made in an entity that
                                                                                                                                                                  subsequently becomes a Restricted Subsidiary, an amount equal to the Fair Market Value of the
                                                                                                                                                                  Restricted Investments owned by the Borrower and its Restricted Subsidiaries in such entity at
                                                                                                                                                                  the time such entity becomes a Restricted Subsidiary, plus

                                                                                                                                                               

                                                                                                                                                              (v)     100% of the aggregate
                                                                                                                                                                  net cash proceeds (or the Fair Market Value of property other than cash) received by the
                                                                                                                                                                  Borrower since the Closing Date by means of (A) the sale (other than to the Borrower or a
                                                                                                                                                                  Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or (B) a
                                                                                                                                                                  distribution or dividend from an Unrestricted Subsidiary (other than in each case to the
                                                                                                                                                                  extent such Investment constituted an Investment permitted under Section 7.4), in each
                                                                                                                                                                  case to the extent that such amounts were not otherwise included in the Consolidated Net
                                                                                                                                                                  Income for such period, plus

                                                                                                                                                               

                                                                                                                                                              (vi)    in case, after the
                                                                                                                                                                  Closing Date, any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary
                                                                                                                                                                  under the terms of this Agreement or has been merged, consolidated or amalgamated with or
                                                                                                                                                                  into, or transfers or conveys assets to, or is liquidated into the Borrower or a Restricted
                                                                                                                                                                  Subsidiary, an amount equal to the Fair Market Value of the Restricted Investments owned by
                                                                                                                                                                  the Borrower and its Restricted Subsidiaries in such Unrestricted Subsidiary at the time of
                                                                                                                                                                  the redesignation, combination or transfer (or of the assets transferred or conveyed, as
                                                                                                                                                                  applicable).

                                                                                                                                                               

                                                                                                                                                              Section 7.6.     Sale of Assets.  Make any
                                                                                                                                                                  Asset Sale, except the sale or other disposition of such assets that (i) have consideration of
                                                                                                                                                                  at least 75% of which is cash or Permitted Investments; provided, that, any Designated
                                                                                                                                                                  Non-cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such
                                                                                                                                                                  Asset Sale having an aggregate Fair Market Value, taken together with all other Designated
                                                                                                                                                                  Non-cash Consideration received pursuant to this clause (i) that is at that time outstanding
                                                                                                                                                                  not in excess of the greater of (x) $200,000,000 and (y) 3.5% of  Consolidated Total Assets at
                                                                                                                                                                  the time of the receipt of such Designated Non-cash Consideration (determined based on the
                                                                                                                                                                  most recently ended fiscal quarter for which internal financial statements are available and
                                                                                                                                                                  with the Fair Market Value of each item of Designated Non-cash Consideration being measured at
                                                                                                                                                                  the time received and without giving effect to subsequent changes in value) shall be deemed to
                                                                                                                                                                  be cash for purposes of this Section 7.6 but for no other purpose and (ii) such
                                                                                                                                                                  consideration, at the time such Asset Sale is agreed to, is at least equal to the Fair Market
                                                                                                                                                                  Value of the assets being sold, transferred, leased or disposed of.

                                                                                                                                                              
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                                                                                                                                                                Section 7.7.     Transactions
                                                                                                                                                                        with Affiliates.  Sell, lease or otherwise transfer any property or assets
                                                                                                                                                                    to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage
                                                                                                                                                                    in any other transactions with, any of its Affiliates, except (a) in the ordinary course of
                                                                                                                                                                    business at prices and on terms and conditions not less favorable to the Borrower or such
                                                                                                                                                                    Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third
                                                                                                                                                                    parties, (b) transactions between or among the Loan Parties and (c) any Restricted Payment
                                                                                                                                                                    permitted by Section 7.5.

                                                                                                                                                                 

                                                                                                                                                                Section 7.8.     Restrictive
                                                                                                                                                                        Agreements.  Enter into, incur or permit to exist any agreement (other than
                                                                                                                                                                    any Contractual Obligation binding on any HMO Subsidiary or Insurance Subsidiary) that
                                                                                                                                                                    prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any
                                                                                                                                                                    Restricted Subsidiary to create, incur or permit any Lien upon any of its assets or
                                                                                                                                                                    properties, whether now owned or hereafter acquired, or (b) the ability of any Restricted
                                                                                                                                                                    Subsidiary to pay dividends or other distributions with respect to its Capital Stock, to
                                                                                                                                                                    make or repay loans or advances to the Borrower or any other Restricted Subsidiary, to
                                                                                                                                                                    Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary or to transfer any
                                                                                                                                                                    of its property or assets to the Borrower or any Restricted Subsidiary of the Borrower; provided,
                                                                                                                                                                    that (i) the foregoing shall not apply to restrictions or conditions imposed by Law or
                                                                                                                                                                    by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to
                                                                                                                                                                    customary restrictions and conditions contained in agreements relating to the sale of a
                                                                                                                                                                    Restricted Subsidiary pending such sale, provided such restrictions and conditions apply
                                                                                                                                                                    only to the Restricted Subsidiary that is sold and such sale is permitted hereunder, (iii)
                                                                                                                                                                    clause (a) shall not apply to restrictions or conditions imposed by any agreement relating
                                                                                                                                                                    to secured Indebtedness or Finance Lease Liabilities permitted by this Agreement so long as
                                                                                                                                                                    such restrictions and conditions apply only to the property or assets securing such
                                                                                                                                                                    Indebtedness and (iv) clause (a) shall not apply to customary provision in leases
                                                                                                                                                                    restricting the assignment thereof.

                                                                                                                                                                 

                                                                                                                                                                Section 7.9.     Reserved.

                                                                                                                                                                 

                                                                                                                                                                Section 7.10.   Hedging
                                                                                                                                                                        Transactions.  Enter into any Hedging Transaction, other than Hedging
                                                                                                                                                                    Transactions entered into in the ordinary course of business to hedge or mitigate risks to
                                                                                                                                                                    which the Borrower or any Restricted Subsidiary is exposed in the conduct of its business or
                                                                                                                                                                    the management of its liabilities.  Solely for the avoidance of doubt, the Borrower
                                                                                                                                                                    acknowledges that a Hedging Transaction entered into for speculative purposes or of a
                                                                                                                                                                    speculative nature (which shall be deemed to include any Hedging Transaction under which the
                                                                                                                                                                    Borrower or any of the Restricted Subsidiaries is or may become obliged to make any payment
                                                                                                                                                                    (i) in connection with the purchase by any third party of any Capital Stock or any
                                                                                                                                                                    Indebtedness or (ii) as a result of changes in the market value of any Capital Stock or any
                                                                                                                                                                    Indebtedness) is not a Hedging Transaction entered into in the ordinary course of business
                                                                                                                                                                    to hedge or mitigate risks.

                                                                                                                                                                 

                                                                                                                                                                Section 7.11.    Reserved.

                                                                                                                                                                 

                                                                                                                                                                Section 7.12.    Amendment to
                                                                                                                                                                        Organization Documents. Amend, modify or waive any of its rights in a manner
                                                                                                                                                                    materially adverse to the Lenders or any Loan Party under its Organization Documents.

                                                                                                                                                                 

                                                                                                                                                                Section 7.13.    Amendments and
                                                                                                                                                                        Prepayment of Other Indebtedness.

                                                                                                                                                                 

                                                                                                                                                                (a)     The Borrower will
                                                                                                                                                                    not, and will not permit any of its Restricted Subsidiaries to, prepay, redeem, repurchase
                                                                                                                                                                    or otherwise acquire for value any Permitted Subordinated Debt other than payments of
                                                                                                                                                                    principal, interest or other payments on any Permitted Subordinated Debt to the extent
                                                                                                                                                                    permitted by the subordination provisions of the Subordinated Debt Documents.

                                                                                                                                                                
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                                                                                                                                                                  (b)     The Borrower will
                                                                                                                                                                      not, and will not permit any of its Restricted Subsidiaries to, make any prepayment of the
                                                                                                                                                                      Existing Notes, unless before and after giving effect to any prepayment, no Default or
                                                                                                                                                                      Event of Default shall have occurred and be continuing.

                                                                                                                                                                   

                                                                                                                                                                  (c)     The Borrower will
                                                                                                                                                                      not, and will not permit any of its Restricted Subsidiaries to, agree to or permit any
                                                                                                                                                                      amendment, modification or waiver of any provision of any Indebtedness if as amended,
                                                                                                                                                                      modified or waived, such Indebtedness would not be permitted under Section 7.01.

                                                                                                                                                                   

                                                                                                                                                                  (d)     The Borrower will
                                                                                                                                                                      not, and will not permit any of its Restricted Subsidiaries to, agree to or permit any
                                                                                                                                                                      amendment, modification or waiver of any provision of any Subordinated Debt Document if
                                                                                                                                                                      the effect of such amendment, modification or waiver is to (i) increase the yield on such
                                                                                                                                                                      Permitted Subordinated Debt or change (to earlier dates) the dates upon which principal
                                                                                                                                                                      and interest are due thereon, (ii) alter the redemption, prepayment or subordination
                                                                                                                                                                      provisions thereof, (iii) alter the covenants and events of default in a manner that would
                                                                                                                                                                      make such provisions more onerous or restrictive to the Borrower or any such Restricted
                                                                                                                                                                      Subsidiary or (iv) otherwise increase the obligations of the Borrower or any Restricted
                                                                                                                                                                      Subsidiary in respect of such Permitted Subordinated Debt or confer additional rights upon
                                                                                                                                                                      the holders thereof which individually or in the aggregate would be adverse to the
                                                                                                                                                                      Borrower or any of its Restricted Subsidiaries or to the Administrative Agent or the
                                                                                                                                                                      Lenders.

                                                                                                                                                                   

                                                                                                                                                                  Section 7.14.     Accounting
                                                                                                                                                                          Changes.  Make any significant change in accounting treatment or reporting
                                                                                                                                                                      practices, except as required or permitted by GAAP, or change the Fiscal Year of the
                                                                                                                                                                      Borrower or of any of its Restricted Subsidiaries, except to change the fiscal year of a
                                                                                                                                                                      Restricted Subsidiary to conform its fiscal year to that of the Borrower.

                                                                                                                                                                   

                                                                                                                                                                  Section 7.15.     Government
                                                                                                                                                                          Regulation. The Borrower will not, and will not permit any of its
                                                                                                                                                                      Subsidiaries to, (a) be or become subject at any time to any law, regulation or list of
                                                                                                                                                                      any Governmental Authority of the United States (including, without limitation, the OFAC
                                                                                                                                                                      list) that prohibits or limits the Lenders or the Administrative Agent from making any
                                                                                                                                                                      advance or extension of credit to the Borrower or from otherwise conducting business with
                                                                                                                                                                      the Loan Parties, or (b) fail to provide documentary and other evidence of the identity of
                                                                                                                                                                      the Loan Parties as may be requested by the Lenders or the Administrative Agent at any
                                                                                                                                                                      time to enable the Lenders or the Administrative Agent to verify the identity of the Loan
                                                                                                                                                                      Parties or to comply with any applicable law or regulation, including, without limitation,
                                                                                                                                                                      Section 326 of the Patriot Act at 31 U.S.C. Section 5318.

                                                                                                                                                                   

                                                                                                                                                                  Section 7.16.     Ownership of
                                                                                                                                                                          Subsidiaries.  Notwithstanding any other provisions of this
                                                                                                                                                                      Agreement to the contrary, the Borrower will not, and will not permit any of the
                                                                                                                                                                      Restricted Subsidiaries to permit any Person (other than the Borrower or any wholly owned
                                                                                                                                                                      Restricted Subsidiary) to own any Capital Stock of any Restricted Subsidiary, except to
                                                                                                                                                                      qualify directors if required by applicable Law.

                                                                                                                                                                   

                                                                                                                                                                  Section 7.17.     Use of
                                                                                                                                                                          Proceeds. 

                                                                                                                                                                  
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                                                                                                                                                                    (a)     Use any part of
                                                                                                                                                                        the proceeds of any Loan, whether directly or indirectly, for any purpose that would
                                                                                                                                                                        violate any rule or regulation of the Board of Governors of the Federal Reserve System,
                                                                                                                                                                        including Regulations T, U or X.

                                                                                                                                                                     

                                                                                                                                                                    (b)     Request any
                                                                                                                                                                        Borrowing or Letter of Credit, or use or allow its respective directors, officers,
                                                                                                                                                                        employees and agents to use, the proceeds of any Borrowing or Letter of Credit (i) in
                                                                                                                                                                        furtherance of an offer, payment, promise to pay, or authorization of the payment or
                                                                                                                                                                        giving of money, or anything else of value, to any Person in violation of any
                                                                                                                                                                        Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any
                                                                                                                                                                        activities, business or transaction of or with any Sanctioned Person, or in any
                                                                                                                                                                        Sanctioned Country or (iii) in any manner that would result in the violation of any
                                                                                                                                                                        Sanctions applicable to any party.

                                                                                                                                                                     

                                                                                                                                                                    ARTICLE VIII

                                                                                                                                                                      

                                                                                                                                                                      EVENTS
                                                                                                                                                                          OF DEFAULT

                                                                                                                                                                     

                                                                                                                                                                    Section 8.1.    
                                                                                                                                                                      Events of
                                                                                                                                                                            Default.  If any of the following events (each an “Event of
                                                                                                                                                                            Default”) shall occur:

                                                                                                                                                                     

                                                                                                                                                                    (a)     any Loan Party
                                                                                                                                                                        shall fail to pay any principal of any Loan or of any reimbursement obligation in
                                                                                                                                                                        respect of any LC Disbursement when and as the same shall become due and payable,
                                                                                                                                                                        whether at the due date thereof or at a date fixed for prepayment or otherwise; or

                                                                                                                                                                     

                                                                                                                                                                    (b)     any Loan Party
                                                                                                                                                                        shall fail to pay any interest on any Loan or any fee or any other amount (other than an
                                                                                                                                                                        amount payable under clause (a) of this Section 8.1 or an amount related to a
                                                                                                                                                                        Bank Product Obligation) payable under this Agreement or any other Loan Document, when
                                                                                                                                                                        and as the same shall become due and payable, and such failure shall continue unremedied
                                                                                                                                                                        for a period of three (3) Business Days; or

                                                                                                                                                                     

                                                                                                                                                                    (c)     any
                                                                                                                                                                        representation or warranty made or deemed made by or on behalf of the Borrower or any
                                                                                                                                                                        Restricted Subsidiary in or in connection with this Agreement or any other Loan Document
                                                                                                                                                                        (including the Schedules attached thereto) and any amendments or modifications hereof or
                                                                                                                                                                        waivers hereunder, or in any certificate, report, financial statement or other document
                                                                                                                                                                        submitted to the Administrative Agent or the Lenders by any Loan Party or any
                                                                                                                                                                        representative of any Loan Party pursuant to or in connection with this Agreement or any
                                                                                                                                                                        other Loan Document shall prove to be incorrect in any material respect (other than a
                                                                                                                                                                        representation or warranty that is expressly qualified by a Material Adverse Effect or
                                                                                                                                                                        materiality, in which case such representation or warranty shall prove to be incorrect
                                                                                                                                                                        in all respects) when made or deemed made or submitted; or

                                                                                                                                                                     

                                                                                                                                                                    (d)     any Loan Party
                                                                                                                                                                        shall fail to observe or perform any covenant or agreement contained in Section 5.1, 5.2,
                                                                                                                                                                        5.3,
                                                                                                                                                                        5.7,
                                                                                                                                                                        5.8,
                                                                                                                                                                        5.9
                                                                                                                                                                        or 5.10
                                                                                                                                                                        or Articles
                                                                                                                                                                            VI or VII; provided that, solely with respect to
                                                                                                                                                                        compliance with Section 6.3 as of the end of any Fiscal Year, if, in connection
                                                                                                                                                                        with the filing by a Restricted Subsidiary of a statutory financial statement with any
                                                                                                                                                                        Governmental Authority as required by Law, the Borrower or any Restricted Subsidiary
                                                                                                                                                                        discovers that such Restricted Subsidiary was not in compliance with Section 6.3
                                                                                                                                                                        as of the end of such Fiscal Year, then the Borrower will not be in default of Section 6.3
                                                                                                                                                                        if the Borrower demonstrates to the Administrative Agent’s reasonable satisfaction that
                                                                                                                                                                        the Borrower has cured all such violations within 5 days after the date on which the
                                                                                                                                                                        Borrower or such Restricted Subsidiary has filed its statutory financial statements with
                                                                                                                                                                        such Governmental Authority; or

                                                                                                                                                                    
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                                                                                                                                                                      (e)     any Loan Party
                                                                                                                                                                          shall fail to observe or perform any covenant or agreement contained in this Agreement
                                                                                                                                                                          (other than those referred to in clauses (a), (b) and (d) above) or any other Loan
                                                                                                                                                                          Document, and such failure shall remain unremedied for 30 days after the earlier of
                                                                                                                                                                          (i) any officer of any Loan Party becomes aware of such failure, or (ii) notice
                                                                                                                                                                          thereof shall have been given to any Loan Party by the Administrative Agent or any
                                                                                                                                                                          Lender; or

                                                                                                                                                                       

                                                                                                                                                                      (f)     the
                                                                                                                                                                          subordination provisions of the documents evidencing or governing any subordinated
                                                                                                                                                                          Indebtedness shall, in whole or in part, terminate, cease to be effective or cease to
                                                                                                                                                                          be legally valid, binding and enforceable against any holder of the applicable
                                                                                                                                                                          subordinated Indebtedness; or

                                                                                                                                                                       

                                                                                                                                                                      (g)     the Borrower or
                                                                                                                                                                          any Restricted Subsidiary (whether as primary obligor or as guarantor or other surety)
                                                                                                                                                                          shall fail to pay any principal of, or premium or interest on, any Material
                                                                                                                                                                          Indebtedness that is outstanding, when and as the same shall become due and payable
                                                                                                                                                                          (whether at scheduled maturity, required prepayment, acceleration, demand or
                                                                                                                                                                          otherwise), and such failure shall continue after the applicable grace period, if any,
                                                                                                                                                                          specified in the agreement or instrument evidencing or governing such Indebtedness; or
                                                                                                                                                                          any other event shall occur or condition shall exist under any agreement or instrument
                                                                                                                                                                          relating to such Indebtedness and shall continue after the applicable grace period, if
                                                                                                                                                                          any, specified in such agreement or instrument, if the effect of such event or
                                                                                                                                                                          condition is to accelerate, or permit the acceleration of, the maturity of such
                                                                                                                                                                          Indebtedness; or any such Indebtedness shall be declared to be due and payable, or
                                                                                                                                                                          required to be prepaid or redeemed (other than by a regularly scheduled required
                                                                                                                                                                          prepayment or redemption), purchased or defeased, or any offer to prepay, redeem,
                                                                                                                                                                          purchase or defease such Indebtedness shall be required to be made, in each case prior
                                                                                                                                                                          to the stated maturity thereof; or

                                                                                                                                                                       

                                                                                                                                                                      (h)     the Borrower or
                                                                                                                                                                          any Restricted Subsidiary shall (i) commence a voluntary case or other proceeding or
                                                                                                                                                                          file any petition seeking liquidation, reorganization or other relief under any
                                                                                                                                                                          federal, state or foreign bankruptcy, insolvency or other similar Law now or hereafter
                                                                                                                                                                          in effect or seeking the appointment of a custodian, trustee, receiver, liquidator or
                                                                                                                                                                          other similar official of it or any substantial part of its property, (ii) consent to
                                                                                                                                                                          the institution of, or fail to contest in a timely and appropriate manner, any
                                                                                                                                                                          proceeding or petition described in clause (i) of this Section 8.1, (iii)
                                                                                                                                                                          apply for or consent to the appointment of a custodian, trustee, receiver, liquidator
                                                                                                                                                                          or other similar official for the Borrower or any such Restricted Subsidiary or for a
                                                                                                                                                                          substantial part of its assets, (iv) file an answer admitting the material allegations
                                                                                                                                                                          of a petition filed against it in any such proceeding, (v) make a general assignment
                                                                                                                                                                          for the benefit of creditors or (vi) take any action for the purpose of effecting any
                                                                                                                                                                          of the foregoing; or

                                                                                                                                                                       

                                                                                                                                                                      (i)     an involuntary
                                                                                                                                                                          proceeding shall be commenced or an involuntary petition shall be filed seeking (i)
                                                                                                                                                                          liquidation, reorganization or other relief in respect of the Borrower or any
                                                                                                                                                                          Restricted Subsidiary or its debts, or any substantial part of its assets, under any
                                                                                                                                                                          federal, state or foreign bankruptcy, insolvency or other similar Law now or hereafter
                                                                                                                                                                          in effect or (ii) the appointment of a custodian, trustee, receiver, liquidator or
                                                                                                                                                                          other similar official for the Borrower or any Restricted Subsidiary or for a
                                                                                                                                                                          substantial part of its assets, and in any such case, such proceeding or petition
                                                                                                                                                                          shall remain undismissed for a period of 60 days or an order or decree approving or
                                                                                                                                                                          ordering any of the foregoing shall be entered; or

                                                                                                                                                                      
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                                                                                                                                                                        (j)    
                                                                                                                                                                          the
                                                                                                                                                                            Borrower or any Restricted Subsidiary shall become unable to pay or shall admit in
                                                                                                                                                                            writing its inability to pay its debts as they become due; or

                                                                                                                                                                         

                                                                                                                                                                        (k)    
                                                                                                                                                                          an
                                                                                                                                                                            ERISA Event shall have occurred that, in the opinion of the Required Lenders, when
                                                                                                                                                                            taken together with other ERISA Events that have occurred, could reasonably be
                                                                                                                                                                            expected to result in liability to the Borrower and the Restricted Subsidiaries in
                                                                                                                                                                            an aggregate amount exceeding $100,000,000; or

                                                                                                                                                                         

                                                                                                                                                                        (l)    
                                                                                                                                                                          any judgment or order for the payment of money in excess of
                                                                                                                                                                            $100,000,000, individually or in the aggregate, shall be rendered against the
                                                                                                                                                                            Borrower or any Restricted Subsidiary, and either (i) enforcement proceedings shall
                                                                                                                                                                            have been commenced by any creditor upon such judgment or order or (ii) there shall
                                                                                                                                                                            be a period of 30 consecutive days during which a stay of enforcement of such
                                                                                                                                                                            judgment or order, by reason of a pending appeal or otherwise, shall not be in
                                                                                                                                                                            effect; or

                                                                                                                                                                         

                                                                                                                                                                        (m)    
                                                                                                                                                                          any non-monetary judgment or order shall be
                                                                                                                                                                            rendered against the Borrower or any Restricted Subsidiary that could reasonably be
                                                                                                                                                                            expected to have a Material Adverse Effect, and there shall be a period of 30
                                                                                                                                                                            consecutive days during which a stay of enforcement of such judgment or order, by
                                                                                                                                                                            reason of a pending appeal or otherwise, shall not be in effect; or

                                                                                                                                                                         

                                                                                                                                                                        (n)    
                                                                                                                                                                          a
                                                                                                                                                                            Change in Control shall occur or exist; or

                                                                                                                                                                         

                                                                                                                                                                        (o)    
                                                                                                                                                                          any
                                                                                                                                                                            default or event of default (after giving effect to any grace period) shall have
                                                                                                                                                                            occurred and be continuing under the Subordinated Debt Documents or any Subordinated
                                                                                                                                                                            Debt Document shall cease to be in full force and effect or the validity or
                                                                                                                                                                            enforceability thereof is disaffirmed by or on behalf of any subordinated lender
                                                                                                                                                                            party thereto, or any Obligations fail to constitute “Senior Indebtedness” for
                                                                                                                                                                            purposes of the applicable Subordinated Debt Document, or all or any part of the
                                                                                                                                                                            Permitted Subordinated Debt is accelerated, is declared to be due and payable is
                                                                                                                                                                            required to be prepaid or redeemed, in each case prior to the stated maturity
                                                                                                                                                                            thereof; or

                                                                                                                                                                         

                                                                                                                                                                        (p)    
                                                                                                                                                                          any
                                                                                                                                                                            Loan Document, at any time after its execution and delivery and for any reason other
                                                                                                                                                                            than as expressly permitted hereunder or thereunder or satisfaction in full of all
                                                                                                                                                                            the Obligations, ceases to be in full force and effect or ceases to give the
                                                                                                                                                                            Administrative Agent any material part of the Liens purported to be created thereby;
                                                                                                                                                                            or any Loan Party or any other Person contests in any manner the validity or
                                                                                                                                                                            enforceability of any Loan Document; or any Loan Party denies that it has any or
                                                                                                                                                                            further liability or obligation under any Loan Document, or purports to revoke,
                                                                                                                                                                            terminate or rescind any Loan Document;

                                                                                                                                                                         

                                                                                                                                                                        (q)    
                                                                                                                                                                          any
                                                                                                                                                                            HMO Event has occurred and has remain unremedied for a period of 60 days following
                                                                                                                                                                            the occurrence thereof (or such shorter period of time, if any, as the HMO Regulator
                                                                                                                                                                            shall have imposed for the cure of such HMO Event); or

                                                                                                                                                                         

                                                                                                                                                                        (r)    
                                                                                                                                                                          an
                                                                                                                                                                            Exclusion Event shall have occurred and could reasonably be expected to result in a
                                                                                                                                                                            Material Adverse Effect.

                                                                                                                                                                        
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                                                                                                                                                                          then, and in every such event (other than an event
                                                                                                                                                                            with respect to the Borrower described in clause (h) or (i) of this Section
                                                                                                                                                                                8.1) and at any time thereafter during the continuance of such event,
                                                                                                                                                                            the Administrative Agent may, and upon the written request of the Required Lenders
                                                                                                                                                                            shall, by notice to the Borrower, take any or all of the following actions, at the
                                                                                                                                                                            same or different times: (i) terminate the Commitments, whereupon the Commitment of
                                                                                                                                                                            each Lender shall terminate immediately, (ii) declare the principal of and any
                                                                                                                                                                            accrued interest on the Loans, and all other Obligations owing hereunder, to be,
                                                                                                                                                                            whereupon the same shall become, due and payable immediately, without presentment,
                                                                                                                                                                            demand, protest or other notice of any kind, all of which are hereby waived by the
                                                                                                                                                                            Borrower, (iii) exercise all remedies contained in any other Loan Document, and (iv)
                                                                                                                                                                            exercise any other remedies available at Law or in equity; and that, if an Event of
                                                                                                                                                                            Default specified in either clause (h) or (i) shall occur, the Commitments shall
                                                                                                                                                                            automatically terminate and the principal of the Loans then outstanding, together
                                                                                                                                                                            with accrued interest thereon, and all fees, and all other Obligations shall
                                                                                                                                                                            automatically become due and payable, without presentment, demand, protest or other
                                                                                                                                                                            notice of any kind, all of which are hereby waived by the Borrower.

                                                                                                                                                                           

                                                                                                                                                                          Section
                                                                                                                                                                              8.2.     Application of Funds.

                                                                                                                                                                           

                                                                                                                                                                          After the exercise of remedies
                                                                                                                                                                            provided for in Section 8.1 (or immediately after an Event of Default
                                                                                                                                                                            specified in either clause (h) or (i) of Section 8.1), any amounts received
                                                                                                                                                                            on account of the Obligations shall be applied by the Administrative Agent in the
                                                                                                                                                                            following order:

                                                                                                                                                                           

                                                                                                                                                                          (a)    
                                                                                                                                                                            first,
                                                                                                                                                                              to the fees and other reimbursable expenses of the Administrative Agent and the
                                                                                                                                                                              Issuing Bank then due and payable pursuant to any of the Loan Documents, until the
                                                                                                                                                                              same shall have been paid in full;

                                                                                                                                                                           

                                                                                                                                                                          (b)    
                                                                                                                                                                            second,
                                                                                                                                                                              to all reimbursable expenses, if any, of the Lenders then due and payable pursuant
                                                                                                                                                                              to any of the Loan Documents, until the same shall have been paid in full;

                                                                                                                                                                           

                                                                                                                                                                          (c)    
                                                                                                                                                                            third,
                                                                                                                                                                              to the fees due and payable under Sections 2.14(b) and (c)
                                                                                                                                                                              of this Agreement and interest then due and payable under the terms of this
                                                                                                                                                                              Agreement, until the same shall have been paid in full;

                                                                                                                                                                           

                                                                                                                                                                          (d)    
                                                                                                                                                                            fourth,
                                                                                                                                                                              to the aggregate outstanding principal amount of the Loans, the LC Exposure, the
                                                                                                                                                                              Bank Product Obligations and the Hedging Obligations that constitute Obligations,
                                                                                                                                                                              until the same shall have been paid in full, allocated pro rata among any Lender,
                                                                                                                                                                              any Lender-Related Hedge Provider and any Bank Product Provider, based on their
                                                                                                                                                                              respective Pro Rata Shares of the aggregate amount of such Revolving Loans, LC
                                                                                                                                                                              Exposure, Bank Product Obligations and Hedging Obligations;

                                                                                                                                                                           

                                                                                                                                                                          (e)    
                                                                                                                                                                            fifth,
                                                                                                                                                                              to additional cash collateral for the aggregate amount of all outstanding Letters
                                                                                                                                                                              of Credit until the aggregate amount of all cash collateral held by the
                                                                                                                                                                              Administrative Agent pursuant to this Agreement is equal to 102% of the LC
                                                                                                                                                                              Exposure after giving effect to the foregoing clause fifth; and

                                                                                                                                                                           

                                                                                                                                                                          (f)    
                                                                                                                                                                            to
                                                                                                                                                                              the extent any proceeds remain, to the Borrower or other parties lawfully entitled
                                                                                                                                                                              thereto.

                                                                                                                                                                           

                                                                                                                                                                          All amounts allocated to the
                                                                                                                                                                            Lenders pursuant to the foregoing clauses second through fourth
                                                                                                                                                                            as a result of amounts owed to the Lenders under the Loan Documents shall be
                                                                                                                                                                            allocated among, and distributed to, the Lenders pro rata based on their respective
                                                                                                                                                                            Pro Rata Shares; provided, that all amounts allocated to that portion
                                                                                                                                                                            of the LC Exposure comprised of the aggregate undrawn amount of all outstanding
                                                                                                                                                                            Letters of Credit pursuant to clause fourth and fifth
                                                                                                                                                                            shall be distributed to the Administrative Agent, rather than to the Lenders, and
                                                                                                                                                                            held by the Administrative Agent in an account in the name of the Administrative
                                                                                                                                                                            Agent for the benefit of the Issuing Bank and the Revolving Loan Lenders as cash
                                                                                                                                                                            collateral for the LC Exposure, such account to be administered in accordance with Section
                                                                                                                                                                                2.22(g).

                                                                                                                                                                          
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                                                                                                                                                                            Excluded Swap Obligations with
                                                                                                                                                                              respect to any Guarantor shall not be paid with amounts received from such
                                                                                                                                                                              Guarantor or its assets, but appropriate adjustments shall be made with respect to
                                                                                                                                                                              payments from other Loan Parties to preserve the allocation to Obligations
                                                                                                                                                                              otherwise set forth above in this Section.

                                                                                                                                                                             

                                                                                                                                                                            Notwithstanding the foregoing,
                                                                                                                                                                              Hedging Obligations and Bank Product Obligations may be excluded from the
                                                                                                                                                                              application described above without any liability to the Administrative Agent, if
                                                                                                                                                                              the Administrative Agent has not received written notice, together with such
                                                                                                                                                                              supporting documentation as the Administrative Agent may request, from the
                                                                                                                                                                              applicable Lender-Related Hedge Provider or Bank Product Provider.  Each
                                                                                                                                                                              Lender-Related Hedge Provider and Bank Product Provider not a party to this
                                                                                                                                                                              Agreement that has given the notice contemplated by the preceding sentence shall,
                                                                                                                                                                              by such notice, be deemed to have acknowledged and accepted the appointment of the
                                                                                                                                                                              Administrative Agent pursuant to the terms of Article IX for
                                                                                                                                                                              itself and its Affiliates as if a “Lender” party hereto.

                                                                                                                                                                             

                                                                                                                                                                            ARTICLE IX

                                                                                                                                                                              

                                                                                                                                                                              THE ADMINISTRATIVE AGENT

                                                                                                                                                                             

                                                                                                                                                                            Section
                                                                                                                                                                                9.1.     Appointment of Administrative Agent.

                                                                                                                                                                             

                                                                                                                                                                            (a)     Each Lender irrevocably appoints Truist Bank as the
                                                                                                                                                                                Administrative Agent and authorizes it to take such actions on its behalf and to
                                                                                                                                                                                exercise such powers as are delegated to the Administrative Agent under this
                                                                                                                                                                                Agreement and the other Loan Documents, together with all such actions and
                                                                                                                                                                                powers that are reasonably incidental thereto.  The Administrative Agent may
                                                                                                                                                                                perform any of its duties hereunder or under the other Loan Documents by or
                                                                                                                                                                                through any one or more sub-agents or attorneys-in-fact appointed by the
                                                                                                                                                                                Administrative Agent.  The Administrative Agent and any such sub-agent or
                                                                                                                                                                                attorney-in-fact may perform any and all of its duties and exercise its rights
                                                                                                                                                                                and powers through their respective Related Parties.  The exculpatory provisions
                                                                                                                                                                                set forth in this Article shall apply to any such sub-agent, attorney-in-fact or
                                                                                                                                                                                Related Party and shall apply to their respective activities in connection with
                                                                                                                                                                                the syndication of the credit facilities provided for herein as well as
                                                                                                                                                                                activities as the Administrative Agent.

                                                                                                                                                                             

                                                                                                                                                                            (b)     The Issuing Bank shall act on behalf of the Lenders with
                                                                                                                                                                                respect to any Letters of Credit issued by it and the documents associated
                                                                                                                                                                                therewith until such time and except for so long as the Administrative Agent may
                                                                                                                                                                                agree at the request of the Required Lenders to act for the Issuing Bank with
                                                                                                                                                                                respect thereto; provided that the Issuing Bank shall have all the
                                                                                                                                                                                benefits and immunities (i) provided to the Administrative Agent in this Article
                                                                                                                                                                                with respect to any acts taken or omissions suffered by the Issuing Bank in
                                                                                                                                                                                connection with Letters of Credit issued by it or proposed to be issued by it
                                                                                                                                                                                and the application and agreements for letters of credit pertaining to the
                                                                                                                                                                                Letters of Credit as fully as if the term “Administrative Agent” as used in this
                                                                                                                                                                                Article included the Issuing Bank with respect to such acts or omissions and
                                                                                                                                                                                (ii) as additionally provided in this Agreement with respect to the Issuing
                                                                                                                                                                                Bank.

                                                                                                                                                                             

                                                                                                                                                                            (c)     It is understood and agreed
                                                                                                                                                                                  that the use of the term “agent” herein
                                                                                                                                                                                  or in any other Loan Document (or any
                                                                                                                                                                                  similar term) with reference to the Administrative Agent is not intended to
                                                                                                                                                                                  connote any fiduciary or other implied (or express) obligations arising under
                                                                                                                                                                                  agency doctrine of any applicable law. Instead such term is used as a matter
                                                                                                                                                                                  of market custom and is intended to create or reflect only an administrative
                                                                                                                                                                                  relationship between contracting parties.

                                                                                                                                                                            
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                                                                                                                                                                              Section
                                                                                                                                                                                  9.2.     Nature of Duties of Administrative Agent.  The
                                                                                                                                                                                  Administrative Agent shall not have any duties or obligations except those
                                                                                                                                                                                  expressly set forth in this Agreement and the other Loan Documents.  Without
                                                                                                                                                                                  limiting the generality of the foregoing, (a) the Administrative Agent shall
                                                                                                                                                                                  not be subject to any fiduciary or other implied duties, regardless of whether
                                                                                                                                                                                  a Default or an Event of Default has occurred and is continuing, (b) the
                                                                                                                                                                                  Administrative Agent shall not have any duty to take any discretionary action
                                                                                                                                                                                  or exercise any discretionary powers, except those discretionary rights and
                                                                                                                                                                                  powers expressly contemplated by the Loan Documents that the Administrative
                                                                                                                                                                                  Agent is required to exercise in writing by the Required Lenders (or such
                                                                                                                                                                                  other number or percentage of the Lenders as shall be necessary under the
                                                                                                                                                                                  circumstances as provided in Section 11.2), provided
                                                                                                                                                                                  that the Administrative Agent shall not be required to take any action that,
                                                                                                                                                                                  in its opinion or the opinion of its counsel, may expose the Administrative
                                                                                                                                                                                  Agent to liability or that is contrary to any Loan Document or applicable law,
                                                                                                                                                                                  including for the avoidance of doubt any action that may be in violation of
                                                                                                                                                                                  the automatic stay under any Debtor Relief Law or that may effect a
                                                                                                                                                                                  forfeiture, modification or termination of property of a Defaulting Lender in
                                                                                                                                                                                  violation of any Debtor Relief Law, and (c) except as expressly set forth in
                                                                                                                                                                                  the Loan Documents, the Administrative Agent shall not have any duty to
                                                                                                                                                                                  disclose, and shall not be liable for the failure to disclose, any information
                                                                                                                                                                                  relating to the Borrower or any of its Subsidiaries that is communicated to or
                                                                                                                                                                                  obtained by the Administrative Agent or any of its Affiliates in any
                                                                                                                                                                                  capacity.  The Administrative Agent shall not be liable for any action taken
                                                                                                                                                                                  or not taken by it, its sub-agents or its attorneys-in-fact with the consent
                                                                                                                                                                                  or at the request of the Required Lenders (or such other number or percentage
                                                                                                                                                                                  of the Lenders as shall be necessary under the circumstances as provided in Section
                                                                                                                                                                                      11.2) or in the absence of its own gross negligence or willful
                                                                                                                                                                                  misconduct.  The Administrative Agent shall not be responsible for the
                                                                                                                                                                                  negligence or misconduct of any sub-agents or attorneys-in-fact selected by it
                                                                                                                                                                                  with reasonable care.  The Administrative Agent shall not be deemed to have
                                                                                                                                                                                  knowledge of any Default or Event of Default unless and until written notice
                                                                                                                                                                                  thereof (which notice shall include an express reference to such event being a
                                                                                                                                                                                  “Default” or “Event of Default” hereunder) is given to the Administrative
                                                                                                                                                                                  Agent by the Borrower or any Lender, and the Administrative Agent shall not be
                                                                                                                                                                                  responsible for or have any duty to ascertain or inquire into (i) any
                                                                                                                                                                                  statement, warranty or representation made in or in connection with any Loan
                                                                                                                                                                                  Document, (ii) the contents of any certificate, report or other document
                                                                                                                                                                                  delivered hereunder or thereunder or in connection herewith or therewith,
                                                                                                                                                                                  (iii) the performance or observance of any of the covenants, agreements, or
                                                                                                                                                                                  other terms and conditions set forth in any Loan Document, (iv) the validity,
                                                                                                                                                                                  enforceability, effectiveness or genuineness of any Loan Document or any other
                                                                                                                                                                                  agreement, instrument or document, or (v) the satisfaction of any condition
                                                                                                                                                                                  set forth in Article III or elsewhere in any Loan Document,
                                                                                                                                                                                  other than to confirm receipt of items expressly required to be delivered to
                                                                                                                                                                                  the Administrative Agent.  The Administrative Agent may consult with legal
                                                                                                                                                                                  counsel (including counsel for the Borrower) concerning all matters pertaining
                                                                                                                                                                                  to such duties.

                                                                                                                                                                               

                                                                                                                                                                              Section
                                                                                                                                                                                  9.3.     Lack of Reliance on the Administrative Agent. 
                                                                                                                                                                                  Each of the Lenders, the Swingline Lender and the Issuing Bank acknowledges
                                                                                                                                                                                  that it has, independently and without reliance upon the Administrative Agent,
                                                                                                                                                                                  the Issuing Bank or any other Lender and based on such documents and
                                                                                                                                                                                  information as it has deemed appropriate, made its own credit analysis and
                                                                                                                                                                                  decision to enter into this Agreement.  Each of the Lenders, the Swingline
                                                                                                                                                                                  Lender and the Issuing Bank also acknowledges that it will, independently and
                                                                                                                                                                                  without reliance upon the Administrative Agent, the Issuing Bank or any other
                                                                                                                                                                                  Lender and based on such documents and information as it has deemed
                                                                                                                                                                                  appropriate, continue to make its own credit analysis and decisions in taking
                                                                                                                                                                                  or not taking any action under or based on this Agreement, any related
                                                                                                                                                                                  agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary
                                                                                                                                                                                    to inform itself as to the business, prospects, operations, property,
                                                                                                                                                                                    financial and other condition and creditworthiness of the Loan Parties. Each
                                                                                                                                                                                    Lender represents and warrants that (i) the Loan Documents set forth the
                                                                                                                                                                                    terms of a commercial lending facility and (ii) it is engaged in making,
                                                                                                                                                                                    acquiring or holding commercial loans in the ordinary course and is entering
                                                                                                                                                                                    into this Agreement as a Lender for the purpose of making, acquiring or
                                                                                                                                                                                    holding commercial loans and providing other facilities set forth herein as
                                                                                                                                                                                    may be applicable to such Lender, and not for the purpose of purchasing,
                                                                                                                                                                                    acquiring or holding any other type of financial instrument, and each Lender
                                                                                                                                                                                    agrees not to assert a claim in contravention of the foregoing. Each Lender
                                                                                                                                                                                    represents and warrants that it is sophisticated with respect to decisions
                                                                                                                                                                                    to make, acquire and/or hold commercial loans and to provide other
                                                                                                                                                                                    facilities set forth herein, as may be applicable to such Lender, and either
                                                                                                                                                                                    it, or the Person exercising discretion in making its decision to make,
                                                                                                                                                                                    acquire and/or hold such commercial loans or to provide such other
                                                                                                                                                                                    facilities, is experienced in making, acquiring or holding such commercial
                                                                                                                                                                                    loans or providing such other facilities.

                                                                                                                                                                              
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                                                                                                                                                                                Section
                                                                                                                                                                                    9.4.     Certain Rights of the Administrative Agent. 
                                                                                                                                                                                    If the Administrative Agent shall request instructions from the Required
                                                                                                                                                                                    Lenders with respect to any action or actions (including the failure to act)
                                                                                                                                                                                    in connection with this Agreement, the Administrative Agent shall be
                                                                                                                                                                                    entitled to refrain from such act or taking such act unless and until it
                                                                                                                                                                                    shall have received instructions from such Lenders, and the Administrative
                                                                                                                                                                                    Agent shall not incur liability to any Person by reason of so refraining. 
                                                                                                                                                                                    Without limiting the foregoing, no Lender shall have any right of action
                                                                                                                                                                                    whatsoever against the Administrative Agent as a result of the
                                                                                                                                                                                    Administrative Agent acting or refraining from acting hereunder in
                                                                                                                                                                                    accordance with the instructions of the Required Lenders where required by
                                                                                                                                                                                    the terms of this Agreement.

                                                                                                                                                                                 

                                                                                                                                                                                Section
                                                                                                                                                                                    9.5.     Reliance by Administrative Agent. 
                                                                                                                                                                                    The Administrative Agent shall be entitled to rely upon, and shall not incur
                                                                                                                                                                                    any liability for relying upon, any notice, request, certificate, consent,
                                                                                                                                                                                    statement, instrument, document or other writing (including any electronic
                                                                                                                                                                                    message, posting or other distribution) believed by it to be genuine and to
                                                                                                                                                                                    have been signed, sent or made by the proper Person.  The Administrative
                                                                                                                                                                                    Agent may also rely upon any statement made to it orally or by telephone and
                                                                                                                                                                                    believed by it to be made by the proper Person and shall not incur any
                                                                                                                                                                                    liability for relying thereon.  The Administrative Agent may consult with
                                                                                                                                                                                    legal counsel (including counsel for the Borrower), independent public
                                                                                                                                                                                    accountants and other experts selected by it and shall not be liable for any
                                                                                                                                                                                    action taken or not taken by it in accordance with the advice of such
                                                                                                                                                                                    counsel, accountants or experts.

                                                                                                                                                                                 

                                                                                                                                                                                Section
                                                                                                                                                                                    9.6.     The Administrative Agent in its Individual
                                                                                                                                                                                        Capacity.  The bank serving as the Administrative Agent shall
                                                                                                                                                                                    have the same rights and powers under this Agreement and any other Loan
                                                                                                                                                                                    Document in its capacity as a Lender as any other Lender and may exercise or
                                                                                                                                                                                    refrain from exercising the same as though it were not the Administrative
                                                                                                                                                                                    Agent; and the terms “Lenders”, “Required Lenders”, or any similar terms
                                                                                                                                                                                    shall, unless the context clearly otherwise indicates, include the
                                                                                                                                                                                    Administrative Agent in its individual capacity.  The bank acting as the
                                                                                                                                                                                    Administrative Agent and its Affiliates may accept deposits from, lend money
                                                                                                                                                                                    to, and generally engage in any kind of business with the Borrower or any
                                                                                                                                                                                    Subsidiary or Affiliate of the Borrower as if it were not the Administrative
                                                                                                                                                                                    Agent hereunder.

                                                                                                                                                                                
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                                                                                                                                                                                  Section
                                                                                                                                                                                      9.7.     Successor Administrative Agent.

                                                                                                                                                                                   

                                                                                                                                                                                  (a)     The Administrative Agent
                                                                                                                                                                                      may resign at any time by giving notice thereof to the Lenders and the
                                                                                                                                                                                      Borrower.  Upon any such resignation, the Required Lenders shall have the
                                                                                                                                                                                      right to appoint a successor Administrative Agent, subject to approval by
                                                                                                                                                                                      the Borrower provided that no Default or Event of Default shall exist at
                                                                                                                                                                                      such time.  If no successor Administrative Agent shall have been so
                                                                                                                                                                                      appointed, and shall have accepted such appointment within 30 days after
                                                                                                                                                                                      the retiring Administrative Agent gives notice of resignation, then the
                                                                                                                                                                                      retiring Administrative Agent may, on behalf of the Lenders, appoint a
                                                                                                                                                                                      successor Administrative Agent which shall be a commercial bank organized
                                                                                                                                                                                      under the laws of the United States or any state thereof or a bank which
                                                                                                                                                                                      maintains an office in the United States.  Any
                                                                                                                                                                                        resignation by the Administrative Agent pursuant to this Section shall
                                                                                                                                                                                        also constitute its resignation as an Issuing Bank and Swingline Lender.
                                                                                                                                                                                        Upon the acceptance of a successor’s appointment as Administrative Agent
                                                                                                                                                                                        hereunder: (i) such successor shall succeed to and become vested with
                                                                                                                                                                                        all of the rights, powers, privileges and duties of the retiring Issuing
                                                                                                                                                                                        Bank and Swingline Lender; (ii) the retiring Issuing Bank and Swingline
                                                                                                                                                                                        Lender shall be discharged from all of their respective duties and
                                                                                                                                                                                        obligations hereunder or under the other Loan Documents; and (iii) the
                                                                                                                                                                                        successor Issuing Lender shall issue letters of credit in substitution
                                                                                                                                                                                        for the Letters of Credit, if any, outstanding at the time of such
                                                                                                                                                                                        succession or make other arrangement satisfactory to the retiring
                                                                                                                                                                                        Issuing Bank to effectively assume the obligations of the retiring
                                                                                                                                                                                        Issuing Bank with respect to such Letters of Credit.

                                                                                                                                                                                   

                                                                                                                                                                                  (b)     Upon the acceptance of its
                                                                                                                                                                                      appointment as the Administrative Agent hereunder by a successor, such
                                                                                                                                                                                      successor Administrative Agent shall thereupon succeed to and become
                                                                                                                                                                                      vested with all the rights, powers, privileges and duties of the retiring
                                                                                                                                                                                      Administrative Agent, and the retiring Administrative Agent shall be
                                                                                                                                                                                      discharged from its duties and obligations under this Agreement and the
                                                                                                                                                                                      other Loan Documents.  If, within 45 days after written notice is given of
                                                                                                                                                                                      the retiring Administrative Agent’s resignation under this Section, no
                                                                                                                                                                                      successor Administrative Agent shall have been appointed and shall have
                                                                                                                                                                                      accepted such appointment, then on such 45th day (i) the
                                                                                                                                                                                      retiring Administrative Agent’s resignation shall become effective, (ii)
                                                                                                                                                                                      the retiring Administrative Agent shall thereupon be discharged from its
                                                                                                                                                                                      duties and obligations under the Loan Documents and (iii) the Required
                                                                                                                                                                                      Lenders shall thereafter perform all duties of the retiring Administrative
                                                                                                                                                                                      Agent under the Loan Documents until such time as the Required Lenders
                                                                                                                                                                                      appoint a successor Administrative Agent as provided above.  After any
                                                                                                                                                                                      retiring Administrative Agent’s resignation hereunder, the provisions of
                                                                                                                                                                                      this Article shall continue in effect for the benefit of such retiring
                                                                                                                                                                                      Administrative Agent and its representatives and agents in respect of any
                                                                                                                                                                                      actions taken or not taken by any of them while it was serving as the
                                                                                                                                                                                      Administrative Agent.

                                                                                                                                                                                   

                                                                                                                                                                                  (c)     In addition to the
                                                                                                                                                                                      foregoing, if a Lender becomes, and during the period it remains, a
                                                                                                                                                                                      Defaulting Lender, and if any Default has arisen from a failure of the
                                                                                                                                                                                      Borrower to comply with Section 2.26(b), then the
                                                                                                                                                                                      Issuing Bank and the Swingline Lender may, upon prior written notice to
                                                                                                                                                                                      the Borrower and the Administrative Agent, resign as Issuing Bank or as
                                                                                                                                                                                      Swingline Lender, as the case may be, effective at the close of business
                                                                                                                                                                                      Charlotte, North Carolina time on a date specified in such notice (which
                                                                                                                                                                                      date may not be less than five (5) Business Days after the date of such
                                                                                                                                                                                      notice).

                                                                                                                                                                                   

                                                                                                                                                                                  Section
                                                                                                                                                                                      9.8.     Withholding Tax.  To the extent
                                                                                                                                                                                      required by any applicable law, the Administrative Agent may withhold from
                                                                                                                                                                                      any interest payment to any Lender an amount equivalent to any applicable
                                                                                                                                                                                      withholding tax.  If the Internal Revenue Service or any authority of the
                                                                                                                                                                                      United States or any other jurisdiction asserts a claim that the
                                                                                                                                                                                      Administrative Agent did not properly withhold tax from amounts paid to or
                                                                                                                                                                                      for the account of any Lender (because the appropriate form was not
                                                                                                                                                                                      delivered or was not properly executed, or because such Lender failed to
                                                                                                                                                                                      notify the Administrative Agent of a change in circumstances that rendered
                                                                                                                                                                                      the exemption from, or reduction of, withholding tax ineffective, or for
                                                                                                                                                                                      any other reason), such Lender shall indemnify the Administrative Agent
                                                                                                                                                                                      (to the extent that the Administrative Agent has not already been
                                                                                                                                                                                      reimbursed by the Borrower and without limiting the obligation of the
                                                                                                                                                                                      Borrower to do so) fully for all amounts paid, directly or indirectly, by
                                                                                                                                                                                      the Administrative Agent as tax or otherwise, including penalties and
                                                                                                                                                                                      interest, together with all expenses incurred, including legal expenses,
                                                                                                                                                                                      allocated staff costs and any out of pocket expenses.

                                                                                                                                                                                  
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                                                                                                                                                                                    Section
                                                                                                                                                                                        9.9.     Administrative Agent May File Proofs of
                                                                                                                                                                                          Claim.

                                                                                                                                                                                     

                                                                                                                                                                                    (a)     In case of the pendency
                                                                                                                                                                                        of any receivership, insolvency, liquidation, bankruptcy,
                                                                                                                                                                                        reorganization, arrangement, adjustment, composition or other judicial
                                                                                                                                                                                        proceeding relative to any Loan Party, the Administrative Agent
                                                                                                                                                                                        (irrespective of whether the principal of any Loan or any Revolving
                                                                                                                                                                                        Credit Exposure shall then be due and payable as herein expressed or by
                                                                                                                                                                                        declaration or otherwise and irrespective of whether the Administrative
                                                                                                                                                                                        Agent shall have made any demand on the Borrower) shall be entitled and
                                                                                                                                                                                        empowered, by intervention in such proceeding or otherwise:

                                                                                                                                                                                     

                                                                                                                                                                                    (i)     to file and prove a claim
                                                                                                                                                                                        for the whole amount of the principal and interest owing and unpaid in
                                                                                                                                                                                        respect of the Loans or Revolving Credit Exposure and all other
                                                                                                                                                                                        Obligations that are owing and unpaid and to file such other documents
                                                                                                                                                                                        as may be necessary or advisable in order to have the claims of the
                                                                                                                                                                                        Lenders, the Issuing Bank and the Administrative Agent (including any
                                                                                                                                                                                        claim for the reasonable compensation, expenses, disbursements and
                                                                                                                                                                                        advances of the Lenders, the Issuing Bank and the Administrative Agent
                                                                                                                                                                                        and its agents and counsel and all other amounts due the Lenders, the
                                                                                                                                                                                        Issuing Bank and the Administrative Agent under Section 10.3)
                                                                                                                                                                                        allowed in such judicial proceeding; and

                                                                                                                                                                                     

                                                                                                                                                                                    (ii)    to collect and receive
                                                                                                                                                                                        any monies or other property payable or deliverable on any such claims
                                                                                                                                                                                        and to distribute the same;

                                                                                                                                                                                     

                                                                                                                                                                                    (b)     Any custodian, receiver,
                                                                                                                                                                                        assignee, trustee, liquidator, sequestrator or other similar official in
                                                                                                                                                                                        any such judicial proceeding is hereby authorized by each Lender and the
                                                                                                                                                                                        Issuing Bank to make such payments to the Administrative Agent and, if
                                                                                                                                                                                        the Administrative Agent shall consent to the making of such payments
                                                                                                                                                                                        directly to the Lenders and the Issuing Bank, to pay to the
                                                                                                                                                                                        Administrative Agent any amount due for the reasonable compensation,
                                                                                                                                                                                        expenses, disbursements and advances of the Administrative Agent and its
                                                                                                                                                                                        agents and counsel, and any other amounts due the Administrative Agent
                                                                                                                                                                                        under Section 11.3.

                                                                                                                                                                                     

                                                                                                                                                                                    Nothing
                                                                                                                                                                                      contained herein shall be deemed to authorize the Administrative Agent to
                                                                                                                                                                                      authorize or consent to or accept or adopt on behalf of any Lender or the
                                                                                                                                                                                      Issuing Bank any plan of reorganization, arrangement, adjustment or
                                                                                                                                                                                      composition affecting the Obligations or the rights of any Lender or to
                                                                                                                                                                                      authorize the Administrative Agent to vote in respect of the claim of any
                                                                                                                                                                                      Lender in any such proceeding.

                                                                                                                                                                                     

                                                                                                                                                                                    Section
                                                                                                                                                                                        9.10.     Authorization to Execute Other Loan
                                                                                                                                                                                            Documents.  Each Lender hereby authorizes the
                                                                                                                                                                                        Administrative Agent to execute on behalf of all Lenders all Loan
                                                                                                                                                                                        Documents (including, without limitation, any subordination agreements)
                                                                                                                                                                                        other than this Agreement.

                                                                                                                                                                                     

                                                                                                                                                                                    Section
                                                                                                                                                                                        9.11.     Guaranty Matters.  The
                                                                                                                                                                                        Lenders irrevocably authorize the Administrative Agent, at its option
                                                                                                                                                                                        and in its discretion to release any Loan Party from its obligations
                                                                                                                                                                                        under the applicable Loan Documents if such Person ceases to be a
                                                                                                                                                                                        Restricted Subsidiary as a result of a transaction permitted hereunder
                                                                                                                                                                                        or as otherwise consented to by the Lenders pursuant to Section
                                                                                                                                                                                            11.2.  Upon request by the Administrative Agent at any
                                                                                                                                                                                        time, the Required Lenders will confirm in writing the Administrative
                                                                                                                                                                                        Agent’s authority to release any Loan Party from its obligations under
                                                                                                                                                                                        the applicable Loan Documents pursuant to this Section.  In each case as
                                                                                                                                                                                        specified in this Section, the Administrative Agent is authorized, at
                                                                                                                                                                                        the Borrower’s expense, to execute and deliver to the applicable Loan
                                                                                                                                                                                        Party such documents as such Loan Party may reasonably request to
                                                                                                                                                                                        release such Loan Party from its obligations under the applicable Loan
                                                                                                                                                                                        Documents, in accordance with the terms of the Loan Documents and this
                                                                                                                                                                                        Section.

                                                                                                                                                                                    
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                                                                                                                                                                                      Section
                                                                                                                                                                                          9.12.     Documentation Agent;
                                                                                                                                                                                              Syndication Agent.  Each party hereto hereby agrees
                                                                                                                                                                                          that any Person designated as a Documentation Agent, Syndication
                                                                                                                                                                                          Agent, Arranger or Bookrunner shall have no duties or obligations
                                                                                                                                                                                          under any Loan Documents to any Lender or any Loan Party, except in
                                                                                                                                                                                          its capacity, as applicable, as the Administrative Agent, a Lender,
                                                                                                                                                                                          the Swingline Lender or the Issuing Bank.

                                                                                                                                                                                       

                                                                                                                                                                                      Section
                                                                                                                                                                                          9.13.     Right to Enforce Guarantee. 
                                                                                                                                                                                          Anything contained in any of the Loan Documents to the contrary
                                                                                                                                                                                          notwithstanding, the Borrower, the Administrative Agent and each
                                                                                                                                                                                          Lender hereby agree that no Lender shall have any right individually
                                                                                                                                                                                          to enforce the Guaranty, it being understood and agreed that all
                                                                                                                                                                                          powers, rights and remedies hereunder may be exercised solely by the
                                                                                                                                                                                          Administrative Agent.

                                                                                                                                                                                       

                                                                                                                                                                                      Section
                                                                                                                                                                                          9.14.     Hedging Obligations and Bank
                                                                                                                                                                                              Product Obligations.  No Bank Product Provider or
                                                                                                                                                                                          Lender-Related Hedge Provider that obtains the benefits of Section 8.2 by virtue of the provisions hereof
                                                                                                                                                                                          or of any other Loan Document shall have any right to notice of any
                                                                                                                                                                                          action or to consent to, direct or object to any action hereunder or
                                                                                                                                                                                          under any other Loan Document other than in its capacity as a Lender
                                                                                                                                                                                          and, in such case, only to the extent expressly provided in the Loan
                                                                                                                                                                                          Documents.  Notwithstanding any other provision of this Article to the
                                                                                                                                                                                          contrary, the Administrative Agent shall not be required to verify the
                                                                                                                                                                                          payment of, or that other satisfactory arrangements have been made
                                                                                                                                                                                          with respect to, Bank Product Obligations and Hedging Obligations
                                                                                                                                                                                          unless the Administrative Agent has received written notice of such
                                                                                                                                                                                          Obligations, together with such supporting documentation as the
                                                                                                                                                                                          Administrative Agent may request, from the applicable Bank Product
                                                                                                                                                                                          Provider or Lender-Related Hedge Provider, as the case may be.

                                                                                                                                                                                       

                                                                                                                                                                                      ARTICLE X

                                                                                                                                                                                        

                                                                                                                                                                                        THE GUARANTY

                                                                                                                                                                                       

                                                                                                                                                                                      Section
                                                                                                                                                                                          10.1.     The Guaranty.  Each
                                                                                                                                                                                          Person that becomes a Guarantor pursuant to the provisions of this
                                                                                                                                                                                          Agreement agrees to jointly and severally guaranty to the
                                                                                                                                                                                          Administrative Agent, each Lender, each Affiliate of a Lender that
                                                                                                                                                                                          enters into Bank Products or a Hedging Transaction with the Borrower
                                                                                                                                                                                          or any Subsidiary, and each other holder of the Obligations as
                                                                                                                                                                                          hereinafter provided, as primary obligor and not as surety, the prompt
                                                                                                                                                                                          payment of the Obligations in full when due (whether at stated
                                                                                                                                                                                          maturity, as a mandatory prepayment, by acceleration, as a mandatory
                                                                                                                                                                                          cash collateralization or otherwise) strictly in accordance with the
                                                                                                                                                                                          terms thereof.  Each such Guarantor hereby further agrees that if any
                                                                                                                                                                                          of the Obligations is not paid in full when due (whether at stated
                                                                                                                                                                                          maturity, as a mandatory prepayment, by acceleration, as a mandatory
                                                                                                                                                                                          cash collateralization or otherwise), such Guarantor will, jointly and
                                                                                                                                                                                          severally, promptly pay the same, without any demand or notice
                                                                                                                                                                                          whatsoever, and that in the case of any extension of time of payment
                                                                                                                                                                                          or renewal of any of the Obligations, the same will be promptly paid
                                                                                                                                                                                          in full when due (whether at extended maturity, as a mandatory
                                                                                                                                                                                          prepayment, by acceleration, as a mandatory cash collateralization or
                                                                                                                                                                                          otherwise) in accordance with the terms of such extension or renewal.

                                                                                                                                                                                       

                                                                                                                                                                                      Notwithstanding
                                                                                                                                                                                        any provision to the contrary contained herein or in any other of the
                                                                                                                                                                                        Loan Documents or the other documents relating to the Obligations, the
                                                                                                                                                                                        obligations of each Guarantor under this Agreement and the other Loan
                                                                                                                                                                                        Documents shall not exceed an aggregate amount equal to the largest
                                                                                                                                                                                        amount that would not render such obligations subject to avoidance under
                                                                                                                                                                                        applicable Debtor Relief Laws.

                                                                                                                                                                                      
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                                                                                                                                                                                        Section 10.2.     Obligations Unconditional.  The obligations
                                                                                                                                                                                            of the Guarantors under Section 10.1 are
                                                                                                                                                                                            joint and several, absolute and unconditional, irrespective of the
                                                                                                                                                                                            value, genuineness, validity, regularity or enforceability of any of
                                                                                                                                                                                            the Loan Documents or other documents relating to the Obligations,
                                                                                                                                                                                            or any substitution, release, impairment or exchange of any other
                                                                                                                                                                                            guarantee of or security for any of the Obligations, and, to the
                                                                                                                                                                                            fullest extent permitted by applicable Law, irrespective of any
                                                                                                                                                                                            other circumstance whatsoever which might otherwise constitute a
                                                                                                                                                                                            legal or equitable discharge or defense of a surety or guarantor, it
                                                                                                                                                                                            being the intent of this Section 10.2 that
                                                                                                                                                                                            the obligations of the Guarantors hereunder shall be absolute and
                                                                                                                                                                                            unconditional under any and all circumstances.  Each Guarantor
                                                                                                                                                                                            agrees that such Guarantor shall have no right of subrogation,
                                                                                                                                                                                            indemnity, reimbursement or contribution against the Borrower or any
                                                                                                                                                                                            other Guarantor for amounts paid under this Article X
                                                                                                                                                                                            until such time as the Obligations have been paid in full and the
                                                                                                                                                                                            Commitments have expired or terminated.  Without limiting the
                                                                                                                                                                                            generality of the foregoing, it is agreed that, to the fullest
                                                                                                                                                                                            extent permitted by Law, the occurrence of any one or more of the
                                                                                                                                                                                            following shall not alter or impair the liability of any Guarantor
                                                                                                                                                                                            hereunder, which shall remain absolute and unconditional as
                                                                                                                                                                                            described above:

                                                                                                                                                                                         

                                                                                                                                                                                        (a)     at any time or
                                                                                                                                                                                            from time to time, without notice to any Guarantor, the time for any
                                                                                                                                                                                            performance of or compliance with any of the Obligations shall be
                                                                                                                                                                                            extended, or such performance or compliance shall be waived;

                                                                                                                                                                                         

                                                                                                                                                                                        (b)     any of the acts
                                                                                                                                                                                            mentioned in any of the provisions of any of the Loan Documents or
                                                                                                                                                                                            any other document relating to the Obligations shall be done or
                                                                                                                                                                                            omitted;

                                                                                                                                                                                         

                                                                                                                                                                                        (c)     the maturity of
                                                                                                                                                                                            any of the Obligations shall be accelerated, or any of the
                                                                                                                                                                                            Obligations shall be modified, supplemented or amended in any
                                                                                                                                                                                            respect, or any right under any of the Loan Documents or any other
                                                                                                                                                                                            document relating to the Obligations shall be waived or any other
                                                                                                                                                                                            guarantee of any of the Obligations or any security therefor shall
                                                                                                                                                                                            be released, impaired or exchanged in whole or in part or otherwise
                                                                                                                                                                                            dealt with;

                                                                                                                                                                                         

                                                                                                                                                                                        (d)     any Lien
                                                                                                                                                                                            granted to, or in favor of, the Administrative Agent or any other
                                                                                                                                                                                            holder of the Obligations as security for any of the Obligations
                                                                                                                                                                                            shall fail to attach or be perfected; or

                                                                                                                                                                                         

                                                                                                                                                                                        (e)     any of the
                                                                                                                                                                                            Obligations shall be determined to be void or voidable (including
                                                                                                                                                                                            for the benefit of any creditor of any Guarantor) or shall be
                                                                                                                                                                                            subordinated to the claims of any Person (including any creditor of
                                                                                                                                                                                            any Guarantor).

                                                                                                                                                                                         

                                                                                                                                                                                        With
                                                                                                                                                                                          respect to its obligations hereunder, each Guarantor hereby expressly
                                                                                                                                                                                          waives diligence, presentment, demand of payment, protest and all
                                                                                                                                                                                          notices whatsoever and any requirement that the Administrative Agent
                                                                                                                                                                                          or any other holder of the Obligations exhaust any right, power or
                                                                                                                                                                                          remedy or proceed against any Person under any of the Loan Documents
                                                                                                                                                                                          or any other document relating to the Obligations or against any other
                                                                                                                                                                                          Person under any other guarantee of, or security for, any of the
                                                                                                                                                                                          Obligations.

                                                                                                                                                                                         

                                                                                                                                                                                        Section 10.3.     Reinstatement.  The obligations of each
                                                                                                                                                                                            Guarantor under this Article X shall be
                                                                                                                                                                                            automatically reinstated if and to the extent that for any reason
                                                                                                                                                                                            any payment by or on behalf of any Person in respect of the
                                                                                                                                                                                            Obligations is rescinded or must be otherwise restored by any holder
                                                                                                                                                                                            of any of the Obligations, whether as a result of any Debtor Relief
                                                                                                                                                                                            Law or otherwise, and each Guarantor agrees that it will indemnify
                                                                                                                                                                                            the Administrative Agent and each other holder of the Obligations on
                                                                                                                                                                                            demand for all reasonable costs and expenses (including the fees,
                                                                                                                                                                                            charges and disbursements of counsel) incurred by the Administrative
                                                                                                                                                                                            Agent or such holder of the Obligations in connection with such
                                                                                                                                                                                            rescission or restoration, including any such costs and expenses
                                                                                                                                                                                            incurred in defending against any claim alleging that such payment
                                                                                                                                                                                            constituted a preference, fraudulent transfer or similar payment
                                                                                                                                                                                            under any Debtor Relief Law.

                                                                                                                                                                                        
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                                                                                                                                                                                          Section 10.4.     Certain Additional Waivers.  Each
                                                                                                                                                                                              Guarantor agrees that such Guarantor shall have no right of
                                                                                                                                                                                              recourse to security for the Obligations, except through the
                                                                                                                                                                                              exercise of rights of subrogation pursuant to Section 10.2 and through the exercise of
                                                                                                                                                                                              rights of contribution pursuant to Section 10.6.

                                                                                                                                                                                           

                                                                                                                                                                                          Section 10.5.     Remedies.  The Guarantors agree that, to
                                                                                                                                                                                              the fullest extent permitted by Law, as between the Guarantors, on
                                                                                                                                                                                              the one hand, and the Administrative Agent and the other holders
                                                                                                                                                                                              of the Obligations, on the other hand, the Obligations may be
                                                                                                                                                                                              declared to be forthwith due and payable as specified in Section 9.02 (and shall be deemed to have
                                                                                                                                                                                              become automatically due and payable in the circumstances
                                                                                                                                                                                              specified in Section 9.02) for
                                                                                                                                                                                              purposes of Section 10.1
                                                                                                                                                                                              notwithstanding any stay, injunction or other prohibition
                                                                                                                                                                                              preventing such declaration (or preventing the Obligations from
                                                                                                                                                                                              becoming automatically due and payable) as against any other
                                                                                                                                                                                              Person and that, in the event of such declaration (or the
                                                                                                                                                                                              Obligations being deemed to have become automatically due and
                                                                                                                                                                                              payable), the Obligations (whether or not due and payable by any
                                                                                                                                                                                              other Person) shall forthwith become due and payable by the
                                                                                                                                                                                              Guarantors for purposes of Section 10.1.

                                                                                                                                                                                           

                                                                                                                                                                                          Section 10.6.     Rights of Contribution.  The Guarantors
                                                                                                                                                                                              agree among themselves that, in connection with payments made
                                                                                                                                                                                              hereunder, each Guarantor shall have contribution rights against
                                                                                                                                                                                              the other Guarantors as permitted under applicable Law.  Such
                                                                                                                                                                                              contribution rights shall be subordinate and subject in right of
                                                                                                                                                                                              payment to the obligations of such Guarantors under the Loan
                                                                                                                                                                                              Documents and no Guarantor shall exercise such rights of
                                                                                                                                                                                              contribution until the Obligations have been paid in full and the
                                                                                                                                                                                              Commitments have terminated.

                                                                                                                                                                                           

                                                                                                                                                                                          Section 10.7.     Guarantee of Payment; Continuing Guarantee. 
                                                                                                                                                                                              The guarantee in this Article X is a
                                                                                                                                                                                              guaranty of payment and not of collection, is a continuing
                                                                                                                                                                                              guarantee, and shall apply to the Obligations whenever arising.

                                                                                                                                                                                           

                                                                                                                                                                                          Section 10.8.     Keepwell.  Each Qualified ECP Guarantor
                                                                                                                                                                                              hereby jointly and severally absolutely, unconditionally and
                                                                                                                                                                                              irrevocably undertakes to provide such funds or other support as
                                                                                                                                                                                              may be needed from time to time by each Specified Loan Party to
                                                                                                                                                                                              honor all of such Specified Loan Party’s obligations under this
                                                                                                                                                                                              Agreement and the other Loan Documents in respect of Swap
                                                                                                                                                                                              Obligations (provided, however, that each Qualified ECP Guarantor
                                                                                                                                                                                              shall only be liable under this Section 10.8
                                                                                                                                                                                              for the maximum amount of such liability that can be hereby
                                                                                                                                                                                              incurred without rendering its obligations under this Section 10.8 or otherwise under this
                                                                                                                                                                                              Agreement voidable under applicable law relating to fraudulent
                                                                                                                                                                                              conveyance or fraudulent transfer, and not for any greater
                                                                                                                                                                                              amount). The obligations of each Qualified ECP Guarantor under
                                                                                                                                                                                              this Section 10.8 shall remain
                                                                                                                                                                                              in full force and effect until the Obligations have been
                                                                                                                                                                                              indefeasibly paid and performed in full. Each Qualified ECP
                                                                                                                                                                                              Guarantor intends that this Section 10.8
                                                                                                                                                                                              constitute, and this Section 10.8
                                                                                                                                                                                              shall be deemed to constitute, a “keepwell, support, or other
                                                                                                                                                                                              agreement” for the benefit of each Specified Loan Party for all
                                                                                                                                                                                              purposes of Section la(18)(A)(v)(II) of the Commodity Exchange
                                                                                                                                                                                              Act.

                                                                                                                                                                                           

                                                                                                                                                                                          ARTICLE XI

                                                                                                                                                                                            

                                                                                                                                                                                            MISCELLANEOUS

                                                                                                                                                                                           

                                                                                                                                                                                          Section 11.1.     Notices.

                                                                                                                                                                                           

                                                                                                                                                                                          (a)     Written Notices.  Except in
                                                                                                                                                                                              the case of notices and other communications expressly permitted
                                                                                                                                                                                              to be given by telephone, all notices and other communications to
                                                                                                                                                                                              any party herein to be effective shall be in writing and shall be
                                                                                                                                                                                              delivered by hand or overnight courier service, mailed by
                                                                                                                                                                                              certified or registered mail or sent by telecopy, as follows:

                                                                                                                                                                                          
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                                                                                                                                                                                                        	To any Loan Party:	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	Molina Healthcare, Inc.
                                                                                                                                                                                                          200
                                                                                                                                                                                                            Oceangate, Suite 100

                                                                                                                                                                                                          Long
                                                                                                                                                                                                            Beach, CA 90802-4137

                                                                                                                                                                                                          Attention:
                                                                                                                                                                                                            Thomas L. Tran, Chief Financial Officer

                                                                                                                                                                                                          Facsimile:
                                                                                                                                                                                                            (562) 437-7235

                                                                                                                                                                                                          Email:
                                                                                                                                                                                                            thomas.tran@molinahealthcare.com

                                                                                                                                                                                                        
	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	
                                                                                                                                                                                                           

                                                                                                                                                                                                        
	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	To the Administrative Agent:	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	Truist Bank

                                                                                                                                                                                                          3333 Peachtree Road, NE

                                                                                                                                                                                                          Atlanta, Georgia 30326

                                                                                                                                                                                                          Attention: Katie Lundin

                                                                                                                                                                                                          Facsimile: (404) 926-5173

                                                                                                                                                                                                          Email: katie.lundin@suntrust.com
	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	
                                                                                                                                                                                                           

                                                                                                                                                                                                        
	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	
                                                                                                                                                                                                          With copies (for information

                                                                                                                                                                                                          purposes only) to:	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	Truist Bank

                                                                                                                                                                                                          Agency Services

                                                                                                                                                                                                          303 Peachtree Street, N.E./25th
                                                                                                                                                                                                          Floor

                                                                                                                                                                                                          Atlanta, Georgia 30308

                                                                                                                                                                                                          Attention: Mr. Doug Weltz

                                                                                                                                                                                                          Facsimile: (404) 495-2170

                                                                                                                                                                                                          Email:agency.services@suntrust.com
	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	
                                                                                                                                                                                                           

                                                                                                                                                                                                        
	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	To the Issuing Bank:	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	Truist Bank

                                                                                                                                                                                                          25 Park Place, N.E./Mail Code 3706

                                                                                                                                                                                                          Atlanta, Georgia 30303

                                                                                                                                                                                                          Attention: Standby Letter of Credit Dept.

                                                                                                                                                                                                          Facsimile: (404) 588-8129
	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	
                                                                                                                                                                                                           

                                                                                                                                                                                                        
	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	To the Swingline Lender:	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	Truist Bank

                                                                                                                                                                                                          Agency Services

                                                                                                                                                                                                          303 Peachtree Street, N.E./25th
                                                                                                                                                                                                          Floor

                                                                                                                                                                                                          Atlanta, Georgia 30308

                                                                                                                                                                                                          Attention: Mr. Doug Weltz

                                                                                                                                                                                                          Facsimile: (404) 495-2170
	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	
                                                                                                                                                                                                           

                                                                                                                                                                                                        
	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	To any other Lender:	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	
                                                                                                                                                                                                          To the address or facsimile
                                                                                                                                                                                                            number, set forth in the Administrative
                                                                                                                                                                                                            Questionnaire or the Assignment and Acceptance
                                                                                                                                                                                                            executed by such Lender.

                                                                                                                                                                                                        


                                                                                                                                                                                                  

                                                                                                                                                                                                  

                                                                                                                                                                                                

                                                                                                                                                                                                
                                                                                                                                                                                                  Any party hereto may change its
                                                                                                                                                                                                    address or telecopy number for notices and other
                                                                                                                                                                                                    communications hereunder by notice to the other parties
                                                                                                                                                                                                    hereto.  All such notices and other communications shall be
                                                                                                                                                                                                    effective upon actual receipt by the relevant Person or, if
                                                                                                                                                                                                    delivered by overnight courier service, upon the first
                                                                                                                                                                                                    Business Day after the date deposited with such courier
                                                                                                                                                                                                    service for overnight (next-day) delivery or, if sent by
                                                                                                                                                                                                    telecopy, upon transmittal in legible form by facsimile
                                                                                                                                                                                                    machine or, if mailed, upon the third Business Day after the
                                                                                                                                                                                                    date deposited into the mail or, if delivered by hand, upon
                                                                                                                                                                                                    delivery; provided that
                                                                                                                                                                                                    notices delivered to the Administrative Agent, the Issuing
                                                                                                                                                                                                    Bank or the Swingline Lender shall not be effective until
                                                                                                                                                                                                    actually received by such Person at its address specified in
                                                                                                                                                                                                    this Section.

                                                                                                                                                                                                  
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                                                                                                                                                                                                    Any agreement of the
                                                                                                                                                                                                      Administrative Agent, the Issuing Bank and the Lenders
                                                                                                                                                                                                      herein to receive certain notices by telephone or
                                                                                                                                                                                                      facsimile is solely for the convenience and at the request
                                                                                                                                                                                                      of the Borrower.  The Administrative Agent, the Issuing
                                                                                                                                                                                                      Bank and the Lenders shall be entitled to rely on the
                                                                                                                                                                                                      authority of any Person purporting to be a Person
                                                                                                                                                                                                      authorized by the Borrower to give such notice and the
                                                                                                                                                                                                      Administrative Agent, the Issuing Bank and the Lenders
                                                                                                                                                                                                      shall not have any liability to the Borrower or other
                                                                                                                                                                                                      Person on account of any action taken or not taken by the
                                                                                                                                                                                                      Administrative Agent, the Issuing Bank and the Lenders in
                                                                                                                                                                                                      reliance upon such telephonic or facsimile notice.  The
                                                                                                                                                                                                      obligation of the Borrower to repay the Loans and all
                                                                                                                                                                                                      other Obligations hereunder shall not be affected in any
                                                                                                                                                                                                      way or to any extent by any failure of the Administrative
                                                                                                                                                                                                      Agent, the Issuing Bank and the Lenders to receive written
                                                                                                                                                                                                      confirmation of any telephonic or facsimile notice or the
                                                                                                                                                                                                      receipt by the Administrative Agent, the Issuing Bank and
                                                                                                                                                                                                      the Lenders of a confirmation which is at variance with
                                                                                                                                                                                                      the terms understood by the Administrative Agent, the
                                                                                                                                                                                                      Issuing Bank and the Lenders to be contained in any such
                                                                                                                                                                                                      telephonic or facsimile notice.

                                                                                                                                                                                                     

                                                                                                                                                                                                    (b)     Electronic Communications.

                                                                                                                                                                                                     

                                                                                                                                                                                                    (i)     Notices
                                                                                                                                                                                                        and other communications to the Lenders and the Issuing
                                                                                                                                                                                                        Bank hereunder may be delivered or furnished by
                                                                                                                                                                                                        electronic communication (including e‐mail and Internet
                                                                                                                                                                                                        or intranet websites) pursuant to procedures approved by
                                                                                                                                                                                                        Administrative Agent, provided
                                                                                                                                                                                                        that the foregoing shall not apply to notices to any
                                                                                                                                                                                                        Lender or the Issuing Bank pursuant to Article II unless
                                                                                                                                                                                                        such Lender, the Issuing Bank, as applicable, and
                                                                                                                                                                                                        Administrative Agent have agreed to receive notices
                                                                                                                                                                                                        under such Section by electronic communication and have
                                                                                                                                                                                                        agreed to the procedures governing such communications.
                                                                                                                                                                                                        Administrative Agent or Borrower may, in its discretion,
                                                                                                                                                                                                        agree to accept notices and other communications to it
                                                                                                                                                                                                        hereunder by electronic communications pursuant to
                                                                                                                                                                                                        procedures approved by it; provided
                                                                                                                                                                                                        that approval of such procedures may be limited to
                                                                                                                                                                                                        particular notices or communications.

                                                                                                                                                                                                     

                                                                                                                                                                                                    (ii)    Unless
                                                                                                                                                                                                        Administrative Agent otherwise prescribes, (A) notices
                                                                                                                                                                                                        and other communications sent to an e-mail address shall
                                                                                                                                                                                                        be deemed received upon the sender’s receipt of an
                                                                                                                                                                                                        acknowledgement from the intended recipient (such as by
                                                                                                                                                                                                        the “return receipt requested” function, as available,
                                                                                                                                                                                                        return e-mail or other written acknowledgement); provided that if
                                                                                                                                                                                                        such notice or other communication is not sent during
                                                                                                                                                                                                        the normal business hours of the recipient, such notice
                                                                                                                                                                                                        or communication shall be deemed to have been sent at
                                                                                                                                                                                                        the opening of business on the next Business Day for the
                                                                                                                                                                                                        recipient, and (B) notices or communications posted to
                                                                                                                                                                                                        an Internet or intranet website shall be deemed received
                                                                                                                                                                                                        upon the deemed receipt by the intended recipient at its
                                                                                                                                                                                                        e-mail address as described in the foregoing clause (C)
                                                                                                                                                                                                        of notification that such notice or communication is
                                                                                                                                                                                                        available and identifying the website address therefor.

                                                                                                                                                                                                     

                                                                                                                                                                                                    (iii)   The
                                                                                                                                                                                                        Borrower agrees that the Administrative Agent may, but
                                                                                                                                                                                                        shall not be obligated to, make Communications (as
                                                                                                                                                                                                        defined below) available to the Issuing Bank and the
                                                                                                                                                                                                        other Lenders by posting the Communications on Debt
                                                                                                                                                                                                        Domain, Intralinks, Syndtrak, ClearPar or a
                                                                                                                                                                                                        substantially similar Electronic System.

                                                                                                                                                                                                    
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                                                                                                                                                                                                      (iv)    Any Electronic System used by
                                                                                                                                                                                                          the Administrative Agent is provided “as is” and “as
                                                                                                                                                                                                          available.”  The Agent Parties (as defined below) do
                                                                                                                                                                                                          not warrant the adequacy of such Electronic Systems
                                                                                                                                                                                                          and expressly disclaim liability for errors or
                                                                                                                                                                                                          omissions in the Communications.  No warranty of any
                                                                                                                                                                                                          kind, express, implied or statutory, including,
                                                                                                                                                                                                          without limitation, any warranty of merchantability,
                                                                                                                                                                                                          fitness for a particular purpose, non-infringement of
                                                                                                                                                                                                          third-party rights or freedom from viruses or other
                                                                                                                                                                                                          code defects, is made by any Agent Party in connection
                                                                                                                                                                                                          with the Communications or any Electronic System.  In
                                                                                                                                                                                                          no event shall the Administrative Agent or any of its
                                                                                                                                                                                                          Related Parties (collectively, the “Agent Parties”)
                                                                                                                                                                                                          have any liability to any Loan Party, any Lender, the
                                                                                                                                                                                                          Issuing Bank or any other Person or entity for damages
                                                                                                                                                                                                          of any kind, including, without limitation, direct or
                                                                                                                                                                                                          indirect, special, incidental or consequential
                                                                                                                                                                                                          damages, losses or expenses (whether in tort, contract
                                                                                                                                                                                                          or otherwise) arising out of any Loan Party’s or the
                                                                                                                                                                                                          Administrative Agent’s transmission of Communications
                                                                                                                                                                                                          through an Electronic System.  “Communications” means,
                                                                                                                                                                                                          collectively, any notice, demand, communication,
                                                                                                                                                                                                          information, document or other material provided by or
                                                                                                                                                                                                          on behalf of any Loan Party pursuant to any Loan
                                                                                                                                                                                                          Document or the transactions contemplated therein
                                                                                                                                                                                                          which is distributed by the Administrative Agent, any
                                                                                                                                                                                                          Lender or the Issuing Bank by means of electronic
                                                                                                                                                                                                          communications pursuant to this Section, including
                                                                                                                                                                                                          through an Electronic System.

                                                                                                                                                                                                       

                                                                                                                                                                                                      Section
                                                                                                                                                                                                          11.2.     Waiver; Amendments.

                                                                                                                                                                                                       

                                                                                                                                                                                                      (a)     No failure or delay by the
                                                                                                                                                                                                          Administrative Agent, the Issuing Bank or any Lender
                                                                                                                                                                                                          in exercising any right or power hereunder or any
                                                                                                                                                                                                          other Loan Document, and no course of dealing between
                                                                                                                                                                                                          any Loan Party and the Administrative Agent or any
                                                                                                                                                                                                          Lender, shall
                                                                                                                                                                                                          operate as a waiver thereof, nor shall any single or
                                                                                                                                                                                                          partial exercise of any such right or power or any
                                                                                                                                                                                                          abandonment or discontinuance of steps to enforce such
                                                                                                                                                                                                          right or power, preclude any other or further exercise
                                                                                                                                                                                                          thereof or the exercise of any other right or power
                                                                                                                                                                                                          hereunder or thereunder.  The rights and remedies of
                                                                                                                                                                                                          the Administrative Agent, the Issuing Bank and the
                                                                                                                                                                                                          Lenders hereunder and under the other Loan Documents
                                                                                                                                                                                                          are cumulative and are not exclusive of any rights or
                                                                                                                                                                                                          remedies provided by Law.  No waiver of any provision
                                                                                                                                                                                                          of this Agreement or any other Loan Document or
                                                                                                                                                                                                          consent to any departure by any Loan Party therefrom
                                                                                                                                                                                                          shall in any event be effective unless the same shall
                                                                                                                                                                                                          be permitted by paragraph (b) of this Section 11.2,
                                                                                                                                                                                                          and then such waiver or consent shall be effective
                                                                                                                                                                                                          only in the specific instance and for the purpose for
                                                                                                                                                                                                          which given.  Without limiting the generality of the
                                                                                                                                                                                                          foregoing, the making of a Loan or the issuance of a
                                                                                                                                                                                                          Letter of Credit shall not be construed as a waiver of
                                                                                                                                                                                                          any Default or Event of Default, regardless of whether
                                                                                                                                                                                                          the Administrative Agent, any Lender or the Issuing
                                                                                                                                                                                                          Bank may have had notice or knowledge of such Default
                                                                                                                                                                                                          or Event of Default at the time.

                                                                                                                                                                                                       

                                                                                                                                                                                                      (b)     Except as otherwise provided in
                                                                                                                                                                                                          this Agreement, including, without limitation, as
                                                                                                                                                                                                          provided in Section 2.16 with respect to the
                                                                                                                                                                                                          implementation of a Benchmark Replacement Rate or
                                                                                                                                                                                                          Benchmark Conforming Changes (as set forth therein),
                                                                                                                                                                                                          no amendment or waiver of any provision of this
                                                                                                                                                                                                          Agreement or the other Loan Documents (other than the
                                                                                                                                                                                                          Fee Letter), nor consent to any departure by the
                                                                                                                                                                                                          Borrower therefrom, shall in any event be effective
                                                                                                                                                                                                          unless the same shall be in writing and signed by the
                                                                                                                                                                                                          Borrower and the Required Lenders or the Borrower and
                                                                                                                                                                                                          the Administrative Agent with the consent of the
                                                                                                                                                                                                          Required Lenders and then such waiver or consent shall
                                                                                                                                                                                                          be effective only in the specific instance and for the
                                                                                                                                                                                                          specific purpose for which given; provided, that

                                                                                                                                                                                                       

                                                                                                                                                                                                      (i)     no amendment or waiver shall:

                                                                                                                                                                                                       

                                                                                                                                                                                                      (A)     increase the Commitment of any
                                                                                                                                                                                                          Lender without the written consent of such Lender;

                                                                                                                                                                                                      
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                                                                                                                                                                                                        (B)     reduce the principal amount
                                                                                                                                                                                                            of any Loan or LC Disbursement or reduce the rate of
                                                                                                                                                                                                            interest thereon, or reduce any fees payable
                                                                                                                                                                                                            hereunder, without the written consent of each
                                                                                                                                                                                                            Lender affected thereby;

                                                                                                                                                                                                         

                                                                                                                                                                                                        (C)     postpone the date fixed for
                                                                                                                                                                                                            any payment of any principal of, or interest on, any
                                                                                                                                                                                                            Loan or LC Disbursement or interest thereon or any
                                                                                                                                                                                                            fees hereunder or reduce the amount of, waive or
                                                                                                                                                                                                            excuse any such payment, or postpone the scheduled
                                                                                                                                                                                                            date for the termination or reduction of any
                                                                                                                                                                                                            Commitment, without the written consent of each
                                                                                                                                                                                                            Lender affected thereby;

                                                                                                                                                                                                         

                                                                                                                                                                                                        (D)     change Section 2.21(b)
                                                                                                                                                                                                            or (c)
                                                                                                                                                                                                            in a manner that would alter the pro rata sharing of
                                                                                                                                                                                                            payments required thereby or change the provisions
                                                                                                                                                                                                            of Section 8.2,
                                                                                                                                                                                                            without the written consent of each Lender;

                                                                                                                                                                                                         

                                                                                                                                                                                                        (E)     change any of the provisions
                                                                                                                                                                                                            of this Section 11.2
                                                                                                                                                                                                            or the definition of “Required
                                                                                                                                                                                                                Lenders” or any other provision
                                                                                                                                                                                                            hereof specifying the number or percentage of
                                                                                                                                                                                                            Lenders which are required to waive, amend or modify
                                                                                                                                                                                                            any rights hereunder or make any determination or
                                                                                                                                                                                                            grant any consent hereunder, without the consent of
                                                                                                                                                                                                            each Lender;

                                                                                                                                                                                                         

                                                                                                                                                                                                        (F)     release the Borrower without
                                                                                                                                                                                                            the consent of each Lender, or, release all or
                                                                                                                                                                                                            substantially all of the Guarantors or limit the
                                                                                                                                                                                                            liability of all or substantially all of the
                                                                                                                                                                                                            Guarantors under any Guaranty, without the written
                                                                                                                                                                                                            consent of each Lender; or

                                                                                                                                                                                                         

                                                                                                                                                                                                        (G)     release all or substantially
                                                                                                                                                                                                            all collateral (if any) securing any of the
                                                                                                                                                                                                            Obligations, without the written consent of each
                                                                                                                                                                                                            Lender; or

                                                                                                                                                                                                         

                                                                                                                                                                                                        (ii)     prior to the Revolving
                                                                                                                                                                                                            Commitments Termination Date, unless also signed by
                                                                                                                                                                                                            Required Lenders, no such amendment or waiver shall,
                                                                                                                                                                                                            (i) waive any Default or Event of Default for
                                                                                                                                                                                                            purposes of Section
                                                                                                                                                                                                                3.2, (ii) amend, change, waive,
                                                                                                                                                                                                            discharge or terminate Sections 3.2 or 8.1 in a
                                                                                                                                                                                                            manner adverse to such Lenders or (iii) amend,
                                                                                                                                                                                                            change, waive, discharge or terminate Article VI
                                                                                                                                                                                                            (or any defined term used therein) or this Section 11.2(a)(ii);

                                                                                                                                                                                                         

                                                                                                                                                                                                        provided further, that no such
                                                                                                                                                                                                          agreement shall amend, modify or otherwise affect the
                                                                                                                                                                                                          rights, duties or obligations of the Administrative
                                                                                                                                                                                                          Agent, the Swingline Lender or the Issuing Bank
                                                                                                                                                                                                          without the prior written consent of such Person. 
                                                                                                                                                                                                          Notwithstanding anything to the contrary herein, (i)
                                                                                                                                                                                                          no Defaulting Lender shall have any right to approve
                                                                                                                                                                                                          or disapprove any amendment, waiver or consent
                                                                                                                                                                                                          hereunder, except that (x) the Commitment of such
                                                                                                                                                                                                          Lender may not be increased or extended, (y) amounts
                                                                                                                                                                                                          payable to such Lender hereunder may not be
                                                                                                                                                                                                          permanently reduced without the consent of such Lender
                                                                                                                                                                                                          (other than reductions in fees and interest in which
                                                                                                                                                                                                          such reduction does not disproportionately affect such
                                                                                                                                                                                                          Lender) and (z) any waiver, amendment or modification
                                                                                                                                                                                                          requiring the consent of all Lenders or each affected
                                                                                                                                                                                                          Lender that by its terms affects any Defaulting Lender
                                                                                                                                                                                                          disproportionately adversely relative to other
                                                                                                                                                                                                          affected Lenders shall require the consent of such
                                                                                                                                                                                                          Defaulting Lender; (ii) this Agreement may be amended
                                                                                                                                                                                                          and restated without the consent of any Lender (but
                                                                                                                                                                                                          with the consent of the Borrower and the
                                                                                                                                                                                                          Administrative Agent) if, upon giving effect to such
                                                                                                                                                                                                          amendment and restatement, such Lender shall no longer
                                                                                                                                                                                                          be a party to this Agreement (as so amended and
                                                                                                                                                                                                          restated), the Commitments of such Lender shall have
                                                                                                                                                                                                          terminated (but such Lender shall continue to be
                                                                                                                                                                                                          entitled to the benefits of Sections 2.18, 2.19, 2.20
                                                                                                                                                                                                          and 11.3), such Lender shall have no other commitment
                                                                                                                                                                                                          or other obligation hereunder and shall have been paid
                                                                                                                                                                                                          in full all principal, interest and other amounts
                                                                                                                                                                                                          owing to it or accrued for its account under this
                                                                                                                                                                                                          Agreement; (iii) each Lender is entitled to vote as
                                                                                                                                                                                                          such Lender sees fit on any bankruptcy reorganization
                                                                                                                                                                                                          plan that affects the Loans, and each Lender
                                                                                                                                                                                                          acknowledges that the provisions of Section 1126(c) of
                                                                                                                                                                                                          the Bankruptcy Code of the United States supersedes
                                                                                                                                                                                                          the unanimous consent provisions set forth herein; and
                                                                                                                                                                                                          (iv) the Required Lenders shall determine whether or
                                                                                                                                                                                                          not to allow a Loan Party to use cash collateral in
                                                                                                                                                                                                          the context of a bankruptcy or insolvency proceeding
                                                                                                                                                                                                          and such determination shall be binding on all of the
                                                                                                                                                                                                          Lenders.

                                                                                                                                                                                                        
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                                                                                                                                                                                                          The Lenders hereby
                                                                                                                                                                                                            authorize the Administrative Agent to enter into,
                                                                                                                                                                                                            and the Lenders agree that this Agreement and the
                                                                                                                                                                                                            other Loan Documents shall be amended by, any
                                                                                                                                                                                                            agreement implementing an increase in the Aggregate
                                                                                                                                                                                                            Revolving Commitments or the establishment of an
                                                                                                                                                                                                            Incremental Term Loan to the extent the
                                                                                                                                                                                                            Administrative Agent and the Borrower deem necessary
                                                                                                                                                                                                            in order to increase the Aggregate Revolving
                                                                                                                                                                                                            Commitments or establish the applicable Incremental
                                                                                                                                                                                                            Term Loan (it being agreed that modifications to the
                                                                                                                                                                                                            definitions of “Commitments”, “Loans” and “Required
                                                                                                                                                                                                            Lenders” or other provisions relating to voting
                                                                                                                                                                                                            provisions to provide the Persons providing the
                                                                                                                                                                                                            applicable increase in the Aggregate Revolving
                                                                                                                                                                                                            Commitments or Incremental Term Loan with the
                                                                                                                                                                                                            benefit of such provisions will not, by themselves,
                                                                                                                                                                                                            be deemed to effect any of the changes described in
                                                                                                                                                                                                            Section 11.2(b)). 
                                                                                                                                                                                                            The Administrative Agent shall promptly notify each
                                                                                                                                                                                                            Lender as to the effectiveness of each agreement
                                                                                                                                                                                                            implementing an increase in the Aggregate Revolving
                                                                                                                                                                                                            Commitments or establishing an Incremental Term
                                                                                                                                                                                                            Loan.

                                                                                                                                                                                                           

                                                                                                                                                                                                          Section
                                                                                                                                                                                                              11.3.     Expenses;
                                                                                                                                                                                                                  Indemnification.

                                                                                                                                                                                                           

                                                                                                                                                                                                          (a)     The Borrower shall pay (i)
                                                                                                                                                                                                              all reasonable, out-of-pocket costs and expenses
                                                                                                                                                                                                              of the Administrative Agent, the Arrangers and
                                                                                                                                                                                                              their Affiliates, including the
                                                                                                                                                                                                              reasonable fees, charges and disbursements of
                                                                                                                                                                                                              counsel for the Administrative Agent, the
                                                                                                                                                                                                              Arrangers and their Affiliates, in connection with
                                                                                                                                                                                                              the syndication of the credit facilities provided
                                                                                                                                                                                                              for herein, the preparation and administration of
                                                                                                                                                                                                              the Loan Documents and any amendments,
                                                                                                                                                                                                              modifications or waivers thereof (whether or not
                                                                                                                                                                                                              the transactions contemplated in this Agreement or
                                                                                                                                                                                                              any other Loan Document shall be consummated),
                                                                                                                                                                                                              including the reasonable fees, charges and
                                                                                                                                                                                                              disbursements of counsel for the Administrative
                                                                                                                                                                                                              Agent, the Arrangers and their Affiliates, (ii)
                                                                                                                                                                                                              all reasonable out-of-pocket expenses incurred by
                                                                                                                                                                                                              the Issuing Bank in connection with the issuance,
                                                                                                                                                                                                              amendment, renewal or extension of any Letter of
                                                                                                                                                                                                              Credit or any demand for payment thereunder and
                                                                                                                                                                                                              (iii) all out-of-pocket costs and expenses
                                                                                                                                                                                                              (including, without limitation, the reasonable
                                                                                                                                                                                                              fees, charges and disbursements of outside counsel
                                                                                                                                                                                                              and the allocated cost of inside counsel) incurred
                                                                                                                                                                                                              by the Administrative Agent, the Arrangers, the
                                                                                                                                                                                                              Issuing Bank or any Lender in connection with the
                                                                                                                                                                                                              enforcement or protection of its rights in
                                                                                                                                                                                                              connection with this Agreement and the other Loan
                                                                                                                                                                                                              Documents, including its rights under this Section 11.3,
                                                                                                                                                                                                              or in connection with the Loans made or any
                                                                                                                                                                                                              Letters of Credit issued hereunder, including all
                                                                                                                                                                                                              such out-of-pocket expenses incurred during any
                                                                                                                                                                                                              workout, restructuring or negotiations in respect
                                                                                                                                                                                                              of such Loans or Letters of Credit.

                                                                                                                                                                                                          
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                                                                                                                                                                                                            (b)     The Borrower shall
                                                                                                                                                                                                                indemnify the Administrative Agent (and any
                                                                                                                                                                                                                sub-agent thereof), the Arrangers, each Lender
                                                                                                                                                                                                                and the Issuing Bank, and each Related Party of
                                                                                                                                                                                                                any of the foregoing Persons (each such Person
                                                                                                                                                                                                                being called an “Indemnitee”)
                                                                                                                                                                                                                against, and hold each Indemnitee harmless from,
                                                                                                                                                                                                                any and all losses, claims, damages,
                                                                                                                                                                                                                liabilities, penalties and related expenses
                                                                                                                                                                                                                (including the fees, charges and disbursements
                                                                                                                                                                                                                of any counsel for any Indemnitee), and shall
                                                                                                                                                                                                                indemnify and hold harmless each Indemnitee from
                                                                                                                                                                                                                all fees and time charges and disbursements for
                                                                                                                                                                                                                attorneys who may be employees of any
                                                                                                                                                                                                                Indemnitee, incurred by any Indemnitee or
                                                                                                                                                                                                                asserted against any Indemnitee by any third
                                                                                                                                                                                                                party or by the Borrower or any other Loan Party
                                                                                                                                                                                                                arising out of, in connection with, or as a
                                                                                                                                                                                                                result of (i) the execution or delivery of this
                                                                                                                                                                                                                Agreement, any other Loan Document or any
                                                                                                                                                                                                                agreement or instrument contemplated hereby or
                                                                                                                                                                                                                thereby, the performance by the parties hereto
                                                                                                                                                                                                                of their respective obligations hereunder or
                                                                                                                                                                                                                thereunder or the consummation of the
                                                                                                                                                                                                                transactions contemplated hereby or thereby,
                                                                                                                                                                                                                (ii) any Loan or Letter of Credit or the use or
                                                                                                                                                                                                                proposed use of the proceeds therefrom
                                                                                                                                                                                                                (including any refusal by the Issuing Bank to
                                                                                                                                                                                                                honor a demand for payment under a Letter of
                                                                                                                                                                                                                Credit if the documents presented in connection
                                                                                                                                                                                                                with such demand do not strictly comply with the
                                                                                                                                                                                                                terms of such Letter of Credit), (iii) any
                                                                                                                                                                                                                actual or alleged presence or Release of
                                                                                                                                                                                                                Hazardous Materials on or from any property
                                                                                                                                                                                                                owned or operated by the Borrower or any of its
                                                                                                                                                                                                                Subsidiaries, or any actual or alleged
                                                                                                                                                                                                                Environmental Liability related in any way to
                                                                                                                                                                                                                the Borrower or any of its Subsidiaries, or (iv)
                                                                                                                                                                                                                any actual or prospective claim, litigation,
                                                                                                                                                                                                                investigation or proceeding relating to any of
                                                                                                                                                                                                                the foregoing, whether based on contract, tort
                                                                                                                                                                                                                or any other theory, whether brought by a third
                                                                                                                                                                                                                party or by the Borrower or any other Loan
                                                                                                                                                                                                                Party, and regardless of whether any Indemnitee
                                                                                                                                                                                                                is a party thereto, provided that such
                                                                                                                                                                                                                indemnity shall not, as to any Indemnitee, be
                                                                                                                                                                                                                available to the extent that such losses,
                                                                                                                                                                                                                claims, damages, liabilities, penalties or
                                                                                                                                                                                                                related expenses are determined by a court of
                                                                                                                                                                                                                competent jurisdiction by final and
                                                                                                                                                                                                                nonappealable judgment to have resulted (x) from
                                                                                                                                                                                                                the gross negligence or willful misconduct of
                                                                                                                                                                                                                such Indemnitee (including any Related Party of
                                                                                                                                                                                                                such Indemnitee) or (y) solely from a claim
                                                                                                                                                                                                                brought by the Borrower or any other Loan Party
                                                                                                                                                                                                                against an Indemnitee for breach in bad faith of
                                                                                                                                                                                                                such Indemnitee’s obligations hereunder or under
                                                                                                                                                                                                                any other Loan Document.  This Section 11.3(b)
                                                                                                                                                                                                                shall not apply with respect to Taxes other than
                                                                                                                                                                                                                any Taxes that represent losses, claims,
                                                                                                                                                                                                                damages, etc. arising from any non-Tax claim.

                                                                                                                                                                                                             

                                                                                                                                                                                                            (c)     To the extent that the
                                                                                                                                                                                                                Borrower fails to pay any amount required to be
                                                                                                                                                                                                                paid to the Administrative Agent, the Issuing
                                                                                                                                                                                                                Bank or the Swingline Lender under clauses (a)
                                                                                                                                                                                                                or (b) hereof, each Lender severally agrees to
                                                                                                                                                                                                                pay to the Administrative Agent, the Issuing
                                                                                                                                                                                                                Bank or the Swingline Lender, as the case may
                                                                                                                                                                                                                be, such Lender’s Pro Rata Share (determined as
                                                                                                                                                                                                                of the time that the unreimbursed expense or
                                                                                                                                                                                                                indemnity payment is sought) of such unpaid
                                                                                                                                                                                                                amount; provided,
                                                                                                                                                                                                                that the unreimbursed expense or indemnified
                                                                                                                                                                                                                payment, claim, damage, liability or related
                                                                                                                                                                                                                expense, as the case may be, was incurred by or
                                                                                                                                                                                                                asserted against the Administrative Agent, the
                                                                                                                                                                                                                Issuing Bank or the Swingline Lender in its
                                                                                                                                                                                                                capacity as such.

                                                                                                                                                                                                             

                                                                                                                                                                                                            (d)     To the extent permitted
                                                                                                                                                                                                                by applicable Law, each Loan Party shall not
                                                                                                                                                                                                                assert, and hereby waives, any claim against any
                                                                                                                                                                                                                Indemnitee, on any theory of liability, for
                                                                                                                                                                                                                special, indirect, consequential or punitive
                                                                                                                                                                                                                damages (as opposed to actual or direct damages)
                                                                                                                                                                                                                arising out of, in connection with or as a
                                                                                                                                                                                                                result of, this Agreement or any agreement or
                                                                                                                                                                                                                instrument contemplated hereby, the transactions
                                                                                                                                                                                                                contemplated therein, any Loan or any Letter of
                                                                                                                                                                                                                Credit or the use of proceeds thereof.

                                                                                                                                                                                                             

                                                                                                                                                                                                            (e)     All amounts due under
                                                                                                                                                                                                                this Section
                                                                                                                                                                                                                    11.3 shall be payable promptly
                                                                                                                                                                                                                after written demand therefor.

                                                                                                                                                                                                            
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                                                                                                                                                                                                              Section 11.4.     Successors and
                                                                                                                                                                                                                      Assigns.

                                                                                                                                                                                                               

                                                                                                                                                                                                              (a)     The provisions of
                                                                                                                                                                                                                  this Agreement shall be binding upon and inure
                                                                                                                                                                                                                  to the benefit of the parties hereto and their
                                                                                                                                                                                                                  respective successors and assigns permitted
                                                                                                                                                                                                                  hereby, except that the Borrower may not
                                                                                                                                                                                                                  assign or otherwise transfer any of its rights
                                                                                                                                                                                                                  or obligations hereunder without the prior
                                                                                                                                                                                                                  written consent of the Administrative Agent
                                                                                                                                                                                                                  and each Lender, and no Lender may assign or
                                                                                                                                                                                                                  otherwise transfer any of its rights or
                                                                                                                                                                                                                  obligations hereunder except (i) to an
                                                                                                                                                                                                                  assignee in accordance with the provisions of
                                                                                                                                                                                                                  clause
                                                                                                                                                                                                                      (b) of this Section, (ii) by
                                                                                                                                                                                                                  way of participation in accordance with the
                                                                                                                                                                                                                  provisions of clause (d) of this
                                                                                                                                                                                                                  Section or (iii) by way of pledge or
                                                                                                                                                                                                                  assignment of a security interest subject to
                                                                                                                                                                                                                  the restrictions of clause (f) of this
                                                                                                                                                                                                                  Section (and any other attempted assignment or
                                                                                                                                                                                                                  transfer by any party hereto shall be null and
                                                                                                                                                                                                                  void).  Nothing in this Agreement, expressed
                                                                                                                                                                                                                  or implied, shall be construed to confer upon
                                                                                                                                                                                                                  any Person (other than the parties hereto,
                                                                                                                                                                                                                  their respective successors and assigns
                                                                                                                                                                                                                  permitted hereby, Participants to the extent
                                                                                                                                                                                                                  provided in clause (d) of this Section and, to
                                                                                                                                                                                                                  the extent expressly contemplated hereby, the
                                                                                                                                                                                                                  Related Parties of each of the Administrative
                                                                                                                                                                                                                  Agent and the Lenders) any legal or equitable
                                                                                                                                                                                                                  right, remedy or claim under or by reason of
                                                                                                                                                                                                                  this Agreement.

                                                                                                                                                                                                               

                                                                                                                                                                                                              (b)     Any Lender may at
                                                                                                                                                                                                                  any time assign to one or more assignees all
                                                                                                                                                                                                                  or a portion of its rights and obligations
                                                                                                                                                                                                                  under this Agreement (including all or a
                                                                                                                                                                                                                  portion of its Commitments, Loans, and other
                                                                                                                                                                                                                  Revolving Credit Exposure at the time owing to
                                                                                                                                                                                                                  it); provided that any such
                                                                                                                                                                                                                  assignment shall be subject to the following
                                                                                                                                                                                                                  conditions:

                                                                                                                                                                                                               

                                                                                                                                                                                                              (i)     Minimum
                                                                                                                                                                                                                      Amounts.

                                                                                                                                                                                                               

                                                                                                                                                                                                              (A)     in the case of an
                                                                                                                                                                                                                  assignment of the entire remaining amount of
                                                                                                                                                                                                                  the assigning Lender’s Commitments, Loans and
                                                                                                                                                                                                                  other Revolving Credit Exposure at the time
                                                                                                                                                                                                                  owing to it or in the case of an assignment to
                                                                                                                                                                                                                  a Lender, an Affiliate of a Lender or an
                                                                                                                                                                                                                  Approved Fund, no minimum amount need be
                                                                                                                                                                                                                  assigned; and

                                                                                                                                                                                                               

                                                                                                                                                                                                              (B)     in any case not
                                                                                                                                                                                                                  described in paragraph (b)(i)(A) of this
                                                                                                                                                                                                                  Section, the aggregate amount of the Revolving
                                                                                                                                                                                                                  Commitment (which for this purpose includes
                                                                                                                                                                                                                  Revolving Loans and Revolving Credit Exposure
                                                                                                                                                                                                                  outstanding thereunder or, if the Revolving
                                                                                                                                                                                                                  Commitment is not then in effect, the
                                                                                                                                                                                                                  principal outstanding balance of the Revolving
                                                                                                                                                                                                                  Loans and Revolving Credit Exposure) subject
                                                                                                                                                                                                                  to each such assignment (determined as of the
                                                                                                                                                                                                                  date the Assignment and Acceptance with
                                                                                                                                                                                                                  respect to such assignment is delivered to the
                                                                                                                                                                                                                  Administrative Agent or, if “Trade Date” is
                                                                                                                                                                                                                  specified in the Assignment and Acceptance, as
                                                                                                                                                                                                                  of the Trade Date) shall not be less than
                                                                                                                                                                                                                  $5,000,000 and in minimum increments of
                                                                                                                                                                                                                  $1,000,000, unless each of the Administrative
                                                                                                                                                                                                                  Agent and, so long as no Event of Default has
                                                                                                                                                                                                                  occurred and is continuing, the Borrower
                                                                                                                                                                                                                  otherwise consents (each such consent not to
                                                                                                                                                                                                                  be unreasonably withheld or delayed).

                                                                                                                                                                                                               

                                                                                                                                                                                                              (ii)     Proportionate
                                                                                                                                                                                                                      Amounts.  Each partial
                                                                                                                                                                                                                  assignment shall be made as an assignment of a
                                                                                                                                                                                                                  proportionate part of all the assigning
                                                                                                                                                                                                                  Lender’s rights and obligations under this
                                                                                                                                                                                                                  Agreement with respect to the applicable
                                                                                                                                                                                                                  Loans, other Revolving Credit Exposure or
                                                                                                                                                                                                                  Commitments assigned, except that this clause
                                                                                                                                                                                                                  (ii) shall not prohibit any Lender from
                                                                                                                                                                                                                  assigning all or a portion of its rights and
                                                                                                                                                                                                                  obligations in respect of its Revolving
                                                                                                                                                                                                                  Commitment (and the related Revolving Loans
                                                                                                                                                                                                                  and other Revolving Credit Exposure
                                                                                                                                                                                                                  thereunder) on a non-pro rata basis.

                                                                                                                                                                                                               

                                                                                                                                                                                                              (iii)    Required
                                                                                                                                                                                                                      Consents.  No consent shall be
                                                                                                                                                                                                                  required for any assignment except to the
                                                                                                                                                                                                                  extent required by paragraph (b)(i)(B) of this
                                                                                                                                                                                                                  Section and, in addition:

                                                                                                                                                                                                               

                                                                                                                                                                                                              (A)     the consent of the
                                                                                                                                                                                                                  Borrower (such consent not to be unreasonably
                                                                                                                                                                                                                  withheld or delayed) shall be required unless
                                                                                                                                                                                                                  (x) an Event of Default has
                                                                                                                                                                                                                  occurred and is continuing at the time of such
                                                                                                                                                                                                                  assignment or (y) such assignment is to a
                                                                                                                                                                                                                  Lender, an Affiliate of a Lender or an
                                                                                                                                                                                                                  Approved Fund;

                                                                                                                                                                                                              
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                                                                                                                                                                                                                (B)     the consent of
                                                                                                                                                                                                                    the Administrative Agent (such consent not
                                                                                                                                                                                                                    to be unreasonably withheld or delayed)
                                                                                                                                                                                                                    shall be required for (x) assignments in
                                                                                                                                                                                                                    respect of any Revolving Commitment if such
                                                                                                                                                                                                                    assignment is to a Person that is not a
                                                                                                                                                                                                                    Lender with a Commitment in respect of the
                                                                                                                                                                                                                    applicable facility subject to such
                                                                                                                                                                                                                    assignment, an Affiliate of a Lender or an
                                                                                                                                                                                                                    Approved Fund and (y) assignments by
                                                                                                                                                                                                                    Defaulting Lenders; and

                                                                                                                                                                                                                 

                                                                                                                                                                                                                (C)     the consent of
                                                                                                                                                                                                                    the Issuing Bank (such consent not to be
                                                                                                                                                                                                                    unreasonably withheld or delayed) shall be
                                                                                                                                                                                                                    required for any assignment that increases
                                                                                                                                                                                                                    the obligation of the assignee to
                                                                                                                                                                                                                    participate in exposure under one or more
                                                                                                                                                                                                                    Letters of Credit (whether or not then
                                                                                                                                                                                                                    outstanding), and the consent of the
                                                                                                                                                                                                                    Swingline Lender (such consent not to be
                                                                                                                                                                                                                    unreasonably withheld or delayed) shall be
                                                                                                                                                                                                                    required for any assignment in respect of
                                                                                                                                                                                                                    the Revolving Commitments.

                                                                                                                                                                                                                 

                                                                                                                                                                                                                (iv)    Assignment
                                                                                                                                                                                                                        and Acceptance.  The parties
                                                                                                                                                                                                                    to each assignment shall deliver to the
                                                                                                                                                                                                                    Administrative Agent (A) a duly executed
                                                                                                                                                                                                                    Assignment and Acceptance, (B) a processing
                                                                                                                                                                                                                    and recordation fee of $3,500, (C) an
                                                                                                                                                                                                                    Administrative Questionnaire unless the
                                                                                                                                                                                                                    assignee is already a Lender and (D) the
                                                                                                                                                                                                                    documents required under Section
                                                                                                                                                                                                                        2.20 if such assignee is a
                                                                                                                                                                                                                    Foreign Lender.

                                                                                                                                                                                                                 

                                                                                                                                                                                                                (v)     No
                                                                                                                                                                                                                        Assignment to Certain Persons. 
                                                                                                                                                                                                                    No such assignment shall be made to (A) the
                                                                                                                                                                                                                    Borrower or any of the Borrower’s Affiliates
                                                                                                                                                                                                                    or Subsidiaries or (B) to any Defaulting
                                                                                                                                                                                                                    Lender or any of its Subsidiaries, or any
                                                                                                                                                                                                                    Person who, upon becoming a Lender
                                                                                                                                                                                                                    hereunder, would constitute any of the
                                                                                                                                                                                                                    foregoing Persons described in this clause
                                                                                                                                                                                                                        (B).

                                                                                                                                                                                                                 

                                                                                                                                                                                                                (vi)    No
                                                                                                                                                                                                                        Assignment to Natural Persons. 
                                                                                                                                                                                                                    No such assignment shall be made to a
                                                                                                                                                                                                                    natural person.

                                                                                                                                                                                                                 

                                                                                                                                                                                                                Subject to acceptance and
                                                                                                                                                                                                                  recording thereof by the Administrative Agent
                                                                                                                                                                                                                  pursuant to clause (c) of this Section 11.4,
                                                                                                                                                                                                                  from and after the effective date specified in
                                                                                                                                                                                                                  each Assignment and Acceptance, the assignee
                                                                                                                                                                                                                  thereunder shall be a party to this Agreement
                                                                                                                                                                                                                  and, to the extent of the interest assigned by
                                                                                                                                                                                                                  such Assignment and Acceptance, have the
                                                                                                                                                                                                                  rights and obligations of a Lender under this
                                                                                                                                                                                                                  Agreement, and the assigning Lender thereunder
                                                                                                                                                                                                                  shall, to the extent of the interest assigned
                                                                                                                                                                                                                  by such Assignment and Acceptance, be released
                                                                                                                                                                                                                  from its obligations under this Agreement
                                                                                                                                                                                                                  (and, in the case of an Assignment and
                                                                                                                                                                                                                  Acceptance covering all of the assigning
                                                                                                                                                                                                                  Lender’s rights and obligations under this
                                                                                                                                                                                                                  Agreement, such Lender shall cease to be a
                                                                                                                                                                                                                  party hereto) but shall continue to be
                                                                                                                                                                                                                  entitled to the benefits of Sections 2.18,
                                                                                                                                                                                                                  2.19,
                                                                                                                                                                                                                  2.20
                                                                                                                                                                                                                  and 11.3 with respect to
                                                                                                                                                                                                                  facts and circumstances occurring prior to the
                                                                                                                                                                                                                  effective date of such assignment.  Any
                                                                                                                                                                                                                  assignment or transfer by a Lender of rights
                                                                                                                                                                                                                  or obligations under this Agreement that does
                                                                                                                                                                                                                  not comply with this paragraph shall be
                                                                                                                                                                                                                  treated for purposes of this Agreement as a
                                                                                                                                                                                                                  sale by such Lender of a participation in such
                                                                                                                                                                                                                  rights and obligations in accordance with clause (d)
                                                                                                                                                                                                                  of this Section 11.4.  If
                                                                                                                                                                                                                    the consent of the Borrower to an
                                                                                                                                                                                                                    assignment is required hereunder (including
                                                                                                                                                                                                                  a consent to an
                                                                                                                                                                                                                    assignment which does not meet the minimum
                                                                                                                                                                                                                    assignment thresholds specified above), the
                                                                                                                                                                                                                  Borrower shall be deemed to
                                                                                                                                                                                                                  have given its consent five Business
                                                                                                                                                                                                                  Days after the date
                                                                                                                                                                                                                    notice thereof has actually been delivered
                                                                                                                                                                                                                    by the assigning Lender (through
                                                                                                                                                                                                                    the Administrative Agent)
                                                                                                                                                                                                                  to the Borrower,
                                                                                                                                                                                                                    unless such consent is expressly refused by
                                                                                                                                                                                                                    the Borrower prior
                                                                                                                                                                                                                  to such fifth Business
                                                                                                                                                                                                                  Day.

                                                                                                                                                                                                                
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                                                                                                                                                                                                                  (c)    
                                                                                                                                                                                                                    The Administrative Agent, acting
                                                                                                                                                                                                                      solely for this purpose as an agent of the
                                                                                                                                                                                                                      Borrower, shall maintain at one of its
                                                                                                                                                                                                                      offices in Charlotte, North Carolina a
                                                                                                                                                                                                                      copy of each Assignment and Acceptance
                                                                                                                                                                                                                      delivered to it and a register for the
                                                                                                                                                                                                                      recordation of the names and addresses of
                                                                                                                                                                                                                      the Lenders, and the Commitments of, and
                                                                                                                                                                                                                      principal amounts (and stated interest) of
                                                                                                                                                                                                                      the Loans and Revolving Credit Exposure
                                                                                                                                                                                                                      owing to, each Lender pursuant to the
                                                                                                                                                                                                                      terms hereof from time to time (the “Register”). 
                                                                                                                                                                                                                      The entries in the Register shall be
                                                                                                                                                                                                                      conclusive absent manifest error, and the
                                                                                                                                                                                                                      Borrower, the Administrative Agent and the
                                                                                                                                                                                                                      Lenders shall treat each Person whose name
                                                                                                                                                                                                                      is recorded in the Register pursuant to
                                                                                                                                                                                                                      the terms hereof as a Lender hereunder for
                                                                                                                                                                                                                      all purposes of this Agreement.  The
                                                                                                                                                                                                                      Register shall be available for inspection
                                                                                                                                                                                                                      by the Borrower and any Lender at any
                                                                                                                                                                                                                      reasonable time and from time to time upon
                                                                                                                                                                                                                      reasonable prior notice.

                                                                                                                                                                                                                   

                                                                                                                                                                                                                  (d)    
                                                                                                                                                                                                                    Any Lender may at any time,
                                                                                                                                                                                                                      without the consent of, or notice to, the
                                                                                                                                                                                                                      Borrower, the Administrative Agent, the
                                                                                                                                                                                                                      Swingline Lender or the Issuing Bank sell
                                                                                                                                                                                                                      participations to any Person (other than a
                                                                                                                                                                                                                      natural person, the Borrower or any of the
                                                                                                                                                                                                                      Borrower’s Affiliates or Subsidiaries or a
                                                                                                                                                                                                                      Defaulting Lender) (each, a “Participant”)
                                                                                                                                                                                                                      in all or a portion of such Lender’s
                                                                                                                                                                                                                      rights and/or obligations under this
                                                                                                                                                                                                                      Agreement (including all or a portion of
                                                                                                                                                                                                                      its Commitment and/or the Loans owing to
                                                                                                                                                                                                                      it); provided that
                                                                                                                                                                                                                      (i) such Lender’s obligations under this
                                                                                                                                                                                                                      Agreement shall remain unchanged,
                                                                                                                                                                                                                      (ii) such Lender shall remain solely
                                                                                                                                                                                                                      responsible to the other parties hereto
                                                                                                                                                                                                                      for the performance of such obligations
                                                                                                                                                                                                                      and (iii) the Borrower, the Administrative
                                                                                                                                                                                                                      Agent, the Lenders, the Issuing Bank and
                                                                                                                                                                                                                      the Swingline Lender shall continue to
                                                                                                                                                                                                                      deal solely and directly with such Lender
                                                                                                                                                                                                                      in connection with such Lender’s rights
                                                                                                                                                                                                                      and obligations under this Agreement.

                                                                                                                                                                                                                   

                                                                                                                                                                                                                  (e)    
                                                                                                                                                                                                                    Any agreement or instrument
                                                                                                                                                                                                                      pursuant to which a Lender sells such a
                                                                                                                                                                                                                      participation shall provide that such
                                                                                                                                                                                                                      Lender shall retain the sole right to
                                                                                                                                                                                                                      enforce this Agreement and to approve any
                                                                                                                                                                                                                      amendment, modification or waiver of any
                                                                                                                                                                                                                      provision of this Agreement; provided
                                                                                                                                                                                                                      that such agreement or instrument may
                                                                                                                                                                                                                      provide that such Lender will not, without
                                                                                                                                                                                                                      the consent of the Participant, agree to
                                                                                                                                                                                                                      any amendment, modification or waiver with
                                                                                                                                                                                                                      respect to the following to the extent
                                                                                                                                                                                                                      affecting such Participant:  (i) increase
                                                                                                                                                                                                                      the Commitment of any Lender without the
                                                                                                                                                                                                                      written consent of such Lender, (ii)
                                                                                                                                                                                                                      reduce the principal amount of any Loan or
                                                                                                                                                                                                                      LC Disbursement or reduce the rate of
                                                                                                                                                                                                                      interest thereon, or reduce any fees
                                                                                                                                                                                                                      payable hereunder, without the written
                                                                                                                                                                                                                      consent of each Lender affected thereby,
                                                                                                                                                                                                                      (iii) postpone the date fixed for any
                                                                                                                                                                                                                      payment of any principal of, or interest
                                                                                                                                                                                                                      on, any Loan or LC Disbursement or
                                                                                                                                                                                                                      interest thereon or any fees hereunder or
                                                                                                                                                                                                                      reduce the amount of, waive or excuse any
                                                                                                                                                                                                                      such payment, or postpone the scheduled
                                                                                                                                                                                                                      date for the termination or reduction of
                                                                                                                                                                                                                      any Commitment, without the written
                                                                                                                                                                                                                      consent of each Lender affected thereby,
                                                                                                                                                                                                                      (iv) change Section 2.21(b) or
                                                                                                                                                                                                                      (c)
                                                                                                                                                                                                                      in a manner that would alter the pro rata
                                                                                                                                                                                                                      sharing of payments required thereby,
                                                                                                                                                                                                                      without the written consent of each
                                                                                                                                                                                                                      Lender, (v) change any of the provisions
                                                                                                                                                                                                                      of this Section 11.4 or
                                                                                                                                                                                                                      the definition of “Required Lenders” or
                                                                                                                                                                                                                      any other provision hereof specifying the
                                                                                                                                                                                                                      number or percentage of Lenders which are
                                                                                                                                                                                                                      required to waive, amend or modify any
                                                                                                                                                                                                                      rights hereunder or make any determination
                                                                                                                                                                                                                      or grant any consent hereunder, without
                                                                                                                                                                                                                      the consent of each Lender, (vi) release
                                                                                                                                                                                                                      any Guarantor or limit the liability of
                                                                                                                                                                                                                      any such Guarantor under any Guaranty
                                                                                                                                                                                                                      without the written consent of each Lender
                                                                                                                                                                                                                      except to the extent such release is
                                                                                                                                                                                                                      expressly provided under the terms of this
                                                                                                                                                                                                                      Agreement or (vii) release all or
                                                                                                                                                                                                                      substantially all collateral (if any)
                                                                                                                                                                                                                      securing any of the Obligations.  The
                                                                                                                                                                                                                      Borrower agrees that each Participant
                                                                                                                                                                                                                      shall be entitled to the benefits of Sections
                                                                                                                                                                                                                          2.18, 2.19,
                                                                                                                                                                                                                      and 2.20 (subject to
                                                                                                                                                                                                                      the requirements and limitations therein,
                                                                                                                                                                                                                      including the requirements under Section
                                                                                                                                                                                                                          2.20(g) (it being
                                                                                                                                                                                                                      understood that the documentation required
                                                                                                                                                                                                                      under Section 2.20(g) shall be delivered
                                                                                                                                                                                                                      to the participating Lender)) to the same
                                                                                                                                                                                                                      extent as if it were a Lender and had
                                                                                                                                                                                                                      acquired its interest by assignment
                                                                                                                                                                                                                      pursuant to paragraph (b) of this Section
                                                                                                                                                                                                                          11.4; provided
                                                                                                                                                                                                                      that such Participant (A) agrees to be
                                                                                                                                                                                                                      subject to the provisions of Sections
                                                                                                                                                                                                                          2.24 and 2.25
                                                                                                                                                                                                                      as if it were an assignee under paragraph
                                                                                                                                                                                                                      (b) of this Section 11.4; and
                                                                                                                                                                                                                      (B) shall not be entitled to receive any
                                                                                                                                                                                                                      greater payment under Sections
                                                                                                                                                                                                                          2.18 or 2.20,
                                                                                                                                                                                                                      with respect to any participation, than
                                                                                                                                                                                                                      its participating Lender would have been
                                                                                                                                                                                                                      entitled to receive, except to the extent
                                                                                                                                                                                                                      such entitlement to receive a greater
                                                                                                                                                                                                                      payment results from a Change in Law that
                                                                                                                                                                                                                      occurs after the Participant acquired the
                                                                                                                                                                                                                      applicable participation.  Each Lender
                                                                                                                                                                                                                      that sells a participation agrees, at the
                                                                                                                                                                                                                      Borrower’s request and expense, to use
                                                                                                                                                                                                                      reasonable efforts to cooperate with
                                                                                                                                                                                                                      Borrower to effectuate the provision of Section
                                                                                                                                                                                                                          2.25 with respect to any
                                                                                                                                                                                                                      Participant. To the extent permitted by
                                                                                                                                                                                                                      Law, each Participant also shall be
                                                                                                                                                                                                                      entitled to the benefits of Section 11.7
                                                                                                                                                                                                                      as though it were a Lender, provided such
                                                                                                                                                                                                                      Participant agrees to be subject to Section
                                                                                                                                                                                                                          2.21 as though it were a
                                                                                                                                                                                                                      Lender.  Each Lender that sells a
                                                                                                                                                                                                                      participation shall, acting solely for
                                                                                                                                                                                                                      this purpose as a non-fiduciary agent of
                                                                                                                                                                                                                      the Borrower, maintain a register on which
                                                                                                                                                                                                                      it enters the name and address of each
                                                                                                                                                                                                                      Participant and the principal amounts (and
                                                                                                                                                                                                                      stated interest) of each Participant’s
                                                                                                                                                                                                                      interest in the Loans or other obligations
                                                                                                                                                                                                                      under the Loan Documents (the “Participant
                                                                                                                                                                                                                          Register”); provided that
                                                                                                                                                                                                                      no Lender shall have any obligation to
                                                                                                                                                                                                                      disclose all or any portion of the
                                                                                                                                                                                                                      Participant Register (including the
                                                                                                                                                                                                                      identity of any Participant or any
                                                                                                                                                                                                                      information relating to a Participant’s
                                                                                                                                                                                                                      interest in any commitments, loans,
                                                                                                                                                                                                                      letters of credit or its other obligations
                                                                                                                                                                                                                      under any Loan Document) to any Person
                                                                                                                                                                                                                      except to the extent that such disclosure
                                                                                                                                                                                                                      is necessary to establish that such
                                                                                                                                                                                                                      commitment, loan, letter of credit or
                                                                                                                                                                                                                      other obligation is in registered form
                                                                                                                                                                                                                      under Section 5f.103-1(c) of the United
                                                                                                                                                                                                                      States Treasury Regulations.  The entries
                                                                                                                                                                                                                      in the Participant Register shall be
                                                                                                                                                                                                                      conclusive absent manifest error, and such
                                                                                                                                                                                                                      Lender shall treat each Person whose name
                                                                                                                                                                                                                      is recorded in the Participant Register as
                                                                                                                                                                                                                      the owner of such participation for all
                                                                                                                                                                                                                      purposes of this Agreement notwithstanding
                                                                                                                                                                                                                      any notice to the contrary.  For the
                                                                                                                                                                                                                      avoidance of doubt, the Administrative
                                                                                                                                                                                                                      Agent (in its capacity as Administrative
                                                                                                                                                                                                                      Agent) shall have no responsibility for
                                                                                                                                                                                                                      maintaining a Participant Register.

                                                                                                                                                                                                                  
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                                                                                                                                                                                                                    (f)    
                                                                                                                                                                                                                      Any Lender may at any time
                                                                                                                                                                                                                        pledge or assign a security interest in
                                                                                                                                                                                                                        all or any portion of its rights under
                                                                                                                                                                                                                        this Agreement to secure obligations of
                                                                                                                                                                                                                        such Lender, including without
                                                                                                                                                                                                                        limitation any pledge or assignment to
                                                                                                                                                                                                                        secure obligations to a Federal Reserve
                                                                                                                                                                                                                        Bank; provided that no
                                                                                                                                                                                                                        such pledge or assignment shall release
                                                                                                                                                                                                                        such Lender from any of its obligations
                                                                                                                                                                                                                        hereunder or substitute any such pledgee
                                                                                                                                                                                                                        or assignee for such Lender as a party
                                                                                                                                                                                                                        hereto.

                                                                                                                                                                                                                     

                                                                                                                                                                                                                    Section
                                                                                                                                                                                                                        11.5.     Governing
                                                                                                                                                                                                                            Law; Jurisdiction; Consent to
                                                                                                                                                                                                                            Service of Process.

                                                                                                                                                                                                                     

                                                                                                                                                                                                                    (a)    
                                                                                                                                                                                                                      This Agreement and the other
                                                                                                                                                                                                                        Loan Documents and any claims,
                                                                                                                                                                                                                        controversy, dispute or cause of action
                                                                                                                                                                                                                        (whether in contract or tort or
                                                                                                                                                                                                                        otherwise) based upon, arising out of or
                                                                                                                                                                                                                        relating to this Agreement or any other
                                                                                                                                                                                                                        Loan Document (except, as to any other
                                                                                                                                                                                                                        Loan Document, as expressly set forth
                                                                                                                                                                                                                        therein) and the transactions
                                                                                                                                                                                                                        contemplated hereby and thereby shall be
                                                                                                                                                                                                                        construed in accordance with and be
                                                                                                                                                                                                                        governed by the Law (without giving
                                                                                                                                                                                                                        effect to the conflict of law principles
                                                                                                                                                                                                                        thereof) of the State of New York.

                                                                                                                                                                                                                     

                                                                                                                                                                                                                    (b)    
                                                                                                                                                                                                                      Each Loan Party hereby
                                                                                                                                                                                                                        irrevocably and unconditionally submits,
                                                                                                                                                                                                                        for itself and its property, to the
                                                                                                                                                                                                                        exclusive jurisdiction
                                                                                                                                                                                                                        of the United States District Court of
                                                                                                                                                                                                                        the Southern District of New York, and
                                                                                                                                                                                                                        of the Supreme Court of the State of New
                                                                                                                                                                                                                        York sitting in New York County and any
                                                                                                                                                                                                                        appellate court from any thereof, in any
                                                                                                                                                                                                                        action or proceeding arising out of or
                                                                                                                                                                                                                        relating to this Agreement or any other
                                                                                                                                                                                                                        Loan Document or the transactions
                                                                                                                                                                                                                        contemplated hereby or thereby, or for
                                                                                                                                                                                                                        recognition or enforcement of any
                                                                                                                                                                                                                        judgment, and each of the parties hereto
                                                                                                                                                                                                                        hereby irrevocably and unconditionally
                                                                                                                                                                                                                        agrees that all claims in respect of any
                                                                                                                                                                                                                        such action or proceeding may be heard
                                                                                                                                                                                                                        and determined in such District Court or
                                                                                                                                                                                                                        New York
                                                                                                                                                                                                                        state court or, to the extent permitted
                                                                                                                                                                                                                        by applicable Law, such Federal court. 
                                                                                                                                                                                                                        Each of the parties hereto agrees that a
                                                                                                                                                                                                                        final judgment in any such action or
                                                                                                                                                                                                                        proceeding shall be conclusive and may
                                                                                                                                                                                                                        be enforced in other jurisdictions by
                                                                                                                                                                                                                        suit on the judgment or in any other
                                                                                                                                                                                                                        manner provided by Law.  Nothing in this
                                                                                                                                                                                                                        Agreement or any other Loan Document
                                                                                                                                                                                                                        shall affect any right that the
                                                                                                                                                                                                                        Administrative Agent, the Issuing Bank
                                                                                                                                                                                                                        or any Lender may otherwise have to
                                                                                                                                                                                                                        bring any action or proceeding relating
                                                                                                                                                                                                                        to this Agreement or any other Loan
                                                                                                                                                                                                                        Document against any Loan Party or its
                                                                                                                                                                                                                        properties in the courts of any
                                                                                                                                                                                                                        jurisdiction.

                                                                                                                                                                                                                    
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                                                                                                                                                                                                                      (c)    
                                                                                                                                                                                                                        Each Loan Party irrevocably
                                                                                                                                                                                                                          and unconditionally waives any
                                                                                                                                                                                                                          objection which it may now or
                                                                                                                                                                                                                          hereafter have to the laying of venue
                                                                                                                                                                                                                          of any such suit, action or proceeding
                                                                                                                                                                                                                          described in paragraph (b) of this Section
                                                                                                                                                                                                                              11.5 and brought in any
                                                                                                                                                                                                                          court referred to in paragraph (b) of
                                                                                                                                                                                                                          this Section 11.5. 
                                                                                                                                                                                                                          Each of the parties hereto irrevocably
                                                                                                                                                                                                                          waives, to the fullest extent
                                                                                                                                                                                                                          permitted by applicable Law, the
                                                                                                                                                                                                                          defense of an inconvenient forum to
                                                                                                                                                                                                                          the maintenance of such action or
                                                                                                                                                                                                                          proceeding in any such court.

                                                                                                                                                                                                                       

                                                                                                                                                                                                                      (d)    
                                                                                                                                                                                                                        Each party to this Agreement
                                                                                                                                                                                                                          irrevocably consents to the service of
                                                                                                                                                                                                                          process in the manner provided for
                                                                                                                                                                                                                          notices in Section
                                                                                                                                                                                                                              11.1.  Nothing in this
                                                                                                                                                                                                                          Agreement or in any other Loan
                                                                                                                                                                                                                          Document will affect the right of any
                                                                                                                                                                                                                          party hereto to serve process in any
                                                                                                                                                                                                                          other manner permitted by Law.

                                                                                                                                                                                                                       

                                                                                                                                                                                                                      Section
                                                                                                                                                                                                                          11.6.     WAIVER
                                                                                                                                                                                                                              OF JURY TRIAL.  EACH
                                                                                                                                                                                                                          PARTY HERETO IRREVOCABLY WAIVES, TO
                                                                                                                                                                                                                          THE FULLEST EXTENT PERMITTED BY
                                                                                                                                                                                                                          APPLICABLE LAW, ANY RIGHT IT MAY HAVE
                                                                                                                                                                                                                          TO A TRIAL BY JURY IN ANY LEGAL
                                                                                                                                                                                                                          PROCEEDING DIRECTLY OR INDIRECTLY
                                                                                                                                                                                                                          ARISING OUT OF THIS AGREEMENT OR ANY
                                                                                                                                                                                                                          OTHER LOAN DOCUMENT OR THE
                                                                                                                                                                                                                          TRANSACTIONS CONTEMPLATED HEREBY OR
                                                                                                                                                                                                                          THEREBY (WHETHER BASED ON CONTRACT,
                                                                                                                                                                                                                          TORT OR ANY OTHER THEORY).  EACH PARTY
                                                                                                                                                                                                                          HERETO (A) CERTIFIES THAT NO
                                                                                                                                                                                                                          REPRESENTATIVE, AGENT OR ATTORNEY OF
                                                                                                                                                                                                                          ANY OTHER PARTY HAS REPRESENTED,
                                                                                                                                                                                                                          EXPRESSLY OR OTHERWISE, THAT SUCH
                                                                                                                                                                                                                          OTHER PARTY WOULD NOT, IN THE EVENT OF
                                                                                                                                                                                                                          LITIGATION, SEEK TO ENFORCE THE
                                                                                                                                                                                                                          FOREGOING WAIVER, AND (B) ACKNOWLEDGES
                                                                                                                                                                                                                          THAT IT AND THE OTHER PARTIES HERETO
                                                                                                                                                                                                                          HAVE BEEN INDUCED TO ENTER INTO THIS
                                                                                                                                                                                                                          AGREEMENT AND THE OTHER LOAN DOCUMENTS
                                                                                                                                                                                                                          BY, AMONG OTHER THINGS, THE MUTUAL
                                                                                                                                                                                                                          WAIVERS AND CERTIFICATIONS IN THIS
                                                                                                                                                                                                                          SECTION.

                                                                                                                                                                                                                       

                                                                                                                                                                                                                      Section
                                                                                                                                                                                                                          11.7.     Right
                                                                                                                                                                                                                              of Setoff.  In addition
                                                                                                                                                                                                                          to any rights now or hereafter granted
                                                                                                                                                                                                                          under applicable Law and not by way of
                                                                                                                                                                                                                          limitation of any such rights, each
                                                                                                                                                                                                                          Lender and the Issuing Bank shall have
                                                                                                                                                                                                                          the right, at any time or from time to
                                                                                                                                                                                                                          time upon the occurrence and during
                                                                                                                                                                                                                          the continuance of an Event of
                                                                                                                                                                                                                          Default, without prior notice to the
                                                                                                                                                                                                                          Borrower, any such notice being
                                                                                                                                                                                                                          expressly waived by the Borrower to
                                                                                                                                                                                                                          the extent permitted by applicable
                                                                                                                                                                                                                          Law, to set off and apply against all
                                                                                                                                                                                                                          deposits (general or special, time or
                                                                                                                                                                                                                          demand, provisional or final) of the
                                                                                                                                                                                                                          Borrower at any time held or other
                                                                                                                                                                                                                          obligations at any time owing by such
                                                                                                                                                                                                                          Lender and the Issuing Bank to or for
                                                                                                                                                                                                                          the credit or the account of the
                                                                                                                                                                                                                          Borrower against any and all
                                                                                                                                                                                                                          Obligations held by such Lender or the
                                                                                                                                                                                                                          Issuing Bank, as the case may be,
                                                                                                                                                                                                                          irrespective of whether such Lender or
                                                                                                                                                                                                                          the Issuing Bank shall have made
                                                                                                                                                                                                                          demand hereunder and although such
                                                                                                                                                                                                                          Obligations may be unmatured.  Each
                                                                                                                                                                                                                          Lender and the Issuing Bank agree
                                                                                                                                                                                                                          promptly to notify the Administrative
                                                                                                                                                                                                                          Agent and the Borrower after any such
                                                                                                                                                                                                                          set-off and any application made by
                                                                                                                                                                                                                          such Lender and the Issuing Bank, as
                                                                                                                                                                                                                          the case may be; provided,
                                                                                                                                                                                                                          that the failure to give such notice
                                                                                                                                                                                                                          shall not affect the validity of such
                                                                                                                                                                                                                          set-off and application.  Each Lender
                                                                                                                                                                                                                          and the Issuing Bank agrees to apply
                                                                                                                                                                                                                          all amounts collected from any such
                                                                                                                                                                                                                          set-off to the Obligations before
                                                                                                                                                                                                                          applying such amounts to any other
                                                                                                                                                                                                                          Indebtedness or other obligations owed
                                                                                                                                                                                                                          by the Borrower and any of its
                                                                                                                                                                                                                          Subsidiaries to such Lender or Issuing
                                                                                                                                                                                                                          Bank.  Notwithstanding the provisions
                                                                                                                                                                                                                          of this Section 11.7,
                                                                                                                                                                                                                          if at any time any Lender, the Issuing
                                                                                                                                                                                                                          Bank or any of their respective
                                                                                                                                                                                                                          Affiliates maintains one or more
                                                                                                                                                                                                                          deposit accounts for the Borrower or
                                                                                                                                                                                                                          any other Loan Party into which
                                                                                                                                                                                                                          Medicare and/or Medicaid receivables
                                                                                                                                                                                                                          are deposited, such Person shall waive
                                                                                                                                                                                                                          the right of setoff set forth herein.

                                                                                                                                                                                                                      
                                                                                                                                                                                                                        110

                                                                                                                                                                                                                        
                                                                                                                                                                                                                          


                                                                                                                                                                                                                      

                                                                                                                                                                                                                      
                                                                                                                                                                                                                        Section
                                                                                                                                                                                                                            11.8.     Counterparts;
                                                                                                                                                                                                                                Integration.  This
                                                                                                                                                                                                                            Agreement may be executed by one or
                                                                                                                                                                                                                            more of the parties to this
                                                                                                                                                                                                                            Agreement on any number of separate
                                                                                                                                                                                                                            counterparts (including by
                                                                                                                                                                                                                            telecopy), and all of said
                                                                                                                                                                                                                            counterparts taken together shall be
                                                                                                                                                                                                                            deemed to constitute one and the
                                                                                                                                                                                                                            same instrument.  This Agreement,
                                                                                                                                                                                                                            the Fee Letter, the other Loan
                                                                                                                                                                                                                            Documents, and any separate letter
                                                                                                                                                                                                                            agreement(s) relating to any fees
                                                                                                                                                                                                                            payable to the Administrative Agent
                                                                                                                                                                                                                            and its Affiliates constitute the
                                                                                                                                                                                                                            entire agreement among the parties
                                                                                                                                                                                                                            hereto and thereto and their
                                                                                                                                                                                                                            affiliates regarding the subject
                                                                                                                                                                                                                            matters hereof and thereof and
                                                                                                                                                                                                                            supersede all prior agreements and
                                                                                                                                                                                                                            understandings, oral or written,
                                                                                                                                                                                                                            regarding such subject matters. 
                                                                                                                                                                                                                            Delivery of an executed counterpart
                                                                                                                                                                                                                            of a signature page of this
                                                                                                                                                                                                                            Agreement and any other Loan
                                                                                                                                                                                                                            Document by facsimile transmission
                                                                                                                                                                                                                            or by any other electronic imaging
                                                                                                                                                                                                                            means (including .pdf), shall be
                                                                                                                                                                                                                            effective as delivery of a manually
                                                                                                                                                                                                                            executed counterpart of this
                                                                                                                                                                                                                            Agreement or such other Loan
                                                                                                                                                                                                                            Document.

                                                                                                                                                                                                                         

                                                                                                                                                                                                                        Section
                                                                                                                                                                                                                            11.9.     Survival. 
                                                                                                                                                                                                                            All covenants, agreements,
                                                                                                                                                                                                                            representations and warranties made
                                                                                                                                                                                                                            by any Loan Party herein, in the
                                                                                                                                                                                                                            Loan Documents and in the
                                                                                                                                                                                                                            certificates or other instruments
                                                                                                                                                                                                                            delivered in connection with or
                                                                                                                                                                                                                            pursuant to this Agreement shall be
                                                                                                                                                                                                                            considered to have been relied upon
                                                                                                                                                                                                                            by the other parties hereto and
                                                                                                                                                                                                                            shall survive the execution and
                                                                                                                                                                                                                            delivery of this Agreement and the
                                                                                                                                                                                                                            making of any Loans and issuance of
                                                                                                                                                                                                                            any Letters of Credit, regardless of
                                                                                                                                                                                                                            any investigation made by any such
                                                                                                                                                                                                                            other party or on its behalf and
                                                                                                                                                                                                                            notwithstanding that the
                                                                                                                                                                                                                            Administrative Agent, the Issuing
                                                                                                                                                                                                                            Bank or any Lender may have had
                                                                                                                                                                                                                            notice or knowledge of any Default
                                                                                                                                                                                                                            or Event of Default or incorrect
                                                                                                                                                                                                                            representation or warranty at the
                                                                                                                                                                                                                            time any credit is extended
                                                                                                                                                                                                                            hereunder, and shall continue in
                                                                                                                                                                                                                            full force and effect as long as the
                                                                                                                                                                                                                            principal of or any accrued interest
                                                                                                                                                                                                                            on any Loan or any fee or any other
                                                                                                                                                                                                                            amount payable under this Agreement
                                                                                                                                                                                                                            is outstanding and unpaid or any
                                                                                                                                                                                                                            Letter of Credit is outstanding and
                                                                                                                                                                                                                            so long as the Commitments have not
                                                                                                                                                                                                                            expired or terminated.  The
                                                                                                                                                                                                                            provisions of Sections 2.18,
                                                                                                                                                                                                                            2.19,
                                                                                                                                                                                                                            2.20,
                                                                                                                                                                                                                            and 11.3
                                                                                                                                                                                                                            and Article IX
                                                                                                                                                                                                                            shall survive and remain in full
                                                                                                                                                                                                                            force and effect regardless of the
                                                                                                                                                                                                                            consummation of the transactions
                                                                                                                                                                                                                            contemplated hereby, the repayment
                                                                                                                                                                                                                            of the Loans, the expiration or
                                                                                                                                                                                                                            termination of the Letters of Credit
                                                                                                                                                                                                                            and the Commitments or the
                                                                                                                                                                                                                            termination of this Agreement or any
                                                                                                                                                                                                                            provision hereof.  All
                                                                                                                                                                                                                            representations and warranties made
                                                                                                                                                                                                                            herein, in the Loan Documents, in
                                                                                                                                                                                                                            the certificates, reports, notices,
                                                                                                                                                                                                                            and other documents delivered
                                                                                                                                                                                                                            pursuant to this Agreement shall
                                                                                                                                                                                                                            survive the execution and delivery
                                                                                                                                                                                                                            of this Agreement and the other Loan
                                                                                                                                                                                                                            Documents, and the making of the
                                                                                                                                                                                                                            Loans and the issuance of the
                                                                                                                                                                                                                            Letters of Credit.

                                                                                                                                                                                                                         

                                                                                                                                                                                                                        Section
                                                                                                                                                                                                                            11.10.    Severability. 
                                                                                                                                                                                                                            Any provision of this Agreement or
                                                                                                                                                                                                                            any other Loan Document held to be
                                                                                                                                                                                                                            illegal, invalid or unenforceable in
                                                                                                                                                                                                                            any jurisdiction, shall, as to such
                                                                                                                                                                                                                            jurisdiction, be ineffective to the
                                                                                                                                                                                                                            extent of such illegality,
                                                                                                                                                                                                                            invalidity or unenforceability
                                                                                                                                                                                                                            without affecting the legality,
                                                                                                                                                                                                                            validity or enforceability of the
                                                                                                                                                                                                                            remaining provisions hereof or
                                                                                                                                                                                                                            thereof; and the illegality,
                                                                                                                                                                                                                            invalidity or unenforceability of a
                                                                                                                                                                                                                            particular provision in a particular
                                                                                                                                                                                                                            jurisdiction shall not invalidate or
                                                                                                                                                                                                                            render unenforceable such provision
                                                                                                                                                                                                                            in any other jurisdiction.

                                                                                                                                                                                                                        
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                                                                                                                                                                                                                          Section 11.11.    Confidentiality. 
                                                                                                                                                                                                                              Each of the Administrative Agent,
                                                                                                                                                                                                                              the Issuing Bank and the Lenders
                                                                                                                                                                                                                              agrees to take normal and
                                                                                                                                                                                                                              reasonable precautions to maintain
                                                                                                                                                                                                                              the confidentiality of any
                                                                                                                                                                                                                              information relating to the
                                                                                                                                                                                                                              Borrower or any of its
                                                                                                                                                                                                                              Subsidiaries or any of their
                                                                                                                                                                                                                              respective businesses, to the
                                                                                                                                                                                                                              extent designated in writing as
                                                                                                                                                                                                                              confidential and provided to it by
                                                                                                                                                                                                                              the Borrower or any Subsidiary,
                                                                                                                                                                                                                              other than any such information
                                                                                                                                                                                                                              that is available to the
                                                                                                                                                                                                                              Administrative Agent, the Issuing
                                                                                                                                                                                                                              Bank or any Lender on a
                                                                                                                                                                                                                              nonconfidential basis prior to
                                                                                                                                                                                                                              disclosure by the Borrower or any
                                                                                                                                                                                                                              of its Subsidiaries, except that
                                                                                                                                                                                                                              such information may be disclosed
                                                                                                                                                                                                                              (i) to any Related Party of the
                                                                                                                                                                                                                              Administrative Agent, the Issuing
                                                                                                                                                                                                                              Bank or any such Lender including
                                                                                                                                                                                                                              without limitation accountants,
                                                                                                                                                                                                                              legal counsel and other advisors,
                                                                                                                                                                                                                              (ii) to the extent required by
                                                                                                                                                                                                                              applicable Laws or regulations or
                                                                                                                                                                                                                              by any subpoena or similar legal
                                                                                                                                                                                                                              process, (iii) to the extent
                                                                                                                                                                                                                              requested by any regulatory agency
                                                                                                                                                                                                                              or authority purporting to have
                                                                                                                                                                                                                              jurisdiction over it (including
                                                                                                                                                                                                                              any self-regulatory authority such
                                                                                                                                                                                                                              as the National Association of
                                                                                                                                                                                                                              Insurance Commissioners), (iv) to
                                                                                                                                                                                                                              the extent that such information
                                                                                                                                                                                                                              becomes publicly available other
                                                                                                                                                                                                                              than as a result of a breach of
                                                                                                                                                                                                                              this Section
                                                                                                                                                                                                                                  11.11, or which
                                                                                                                                                                                                                              becomes available to the
                                                                                                                                                                                                                              Administrative Agent, the Issuing
                                                                                                                                                                                                                              Bank, any Lender or any Related
                                                                                                                                                                                                                              Party of any of the foregoing on a
                                                                                                                                                                                                                              non-confidential basis from a
                                                                                                                                                                                                                              source other than the Borrower,
                                                                                                                                                                                                                              (v) in connection with the
                                                                                                                                                                                                                              exercise of any remedy hereunder
                                                                                                                                                                                                                              or under any other Loan Documents
                                                                                                                                                                                                                              or any suit, action or proceeding
                                                                                                                                                                                                                              relating to this Agreement or any
                                                                                                                                                                                                                              other Loan Documents or the
                                                                                                                                                                                                                              enforcement of rights hereunder or
                                                                                                                                                                                                                              thereunder, (vii) subject to an
                                                                                                                                                                                                                              agreement containing provisions
                                                                                                                                                                                                                              substantially the same as those of
                                                                                                                                                                                                                              this Section
                                                                                                                                                                                                                                  11.11, to (A) any
                                                                                                                                                                                                                              assignee of or Participant in, or
                                                                                                                                                                                                                              any prospective assignee of or
                                                                                                                                                                                                                              Participant in, any of its rights
                                                                                                                                                                                                                              or obligations under this
                                                                                                                                                                                                                              Agreement, or (B) any actual or
                                                                                                                                                                                                                              prospective party (or its Related
                                                                                                                                                                                                                              Parties) to any swap or derivative
                                                                                                                                                                                                                              or similar transaction under which
                                                                                                                                                                                                                              payments are to be made by
                                                                                                                                                                                                                              reference to the Borrower and its
                                                                                                                                                                                                                              obligations, this Agreement or
                                                                                                                                                                                                                              payments hereunder, (viii) any
                                                                                                                                                                                                                              rating agency, (ix) the CUSIP
                                                                                                                                                                                                                              Service Bureau or any similar
                                                                                                                                                                                                                              organization, or (x) with the
                                                                                                                                                                                                                              consent of the Borrower.  Any
                                                                                                                                                                                                                              Person required to maintain the
                                                                                                                                                                                                                              confidentiality of any information
                                                                                                                                                                                                                              as provided for in this Section 11.11
                                                                                                                                                                                                                              shall be considered to have
                                                                                                                                                                                                                              complied with its obligation to do
                                                                                                                                                                                                                              so if such Person has exercised
                                                                                                                                                                                                                              the same degree of care to
                                                                                                                                                                                                                              maintain the confidentiality of
                                                                                                                                                                                                                              such information as such Person
                                                                                                                                                                                                                              would accord its own confidential
                                                                                                                                                                                                                              information.

                                                                                                                                                                                                                           

                                                                                                                                                                                                                          Section 11.12.    Interest Rate
                                                                                                                                                                                                                                  Limitation. 
                                                                                                                                                                                                                              Notwithstanding anything herein to
                                                                                                                                                                                                                              the contrary, if at any time the
                                                                                                                                                                                                                              interest rate applicable to any
                                                                                                                                                                                                                              Loan, together with all fees,
                                                                                                                                                                                                                              charges and other amounts which
                                                                                                                                                                                                                              may be treated as interest on such
                                                                                                                                                                                                                              Loan under applicable Law
                                                                                                                                                                                                                              (collectively, the “Charges”),
                                                                                                                                                                                                                              shall exceed the maximum lawful
                                                                                                                                                                                                                              rate of interest (the “Maximum Rate”)
                                                                                                                                                                                                                              which may be contracted for,
                                                                                                                                                                                                                              charged, taken, received or
                                                                                                                                                                                                                              reserved by a Lender holding such
                                                                                                                                                                                                                              Loan in accordance with applicable
                                                                                                                                                                                                                              Law, the rate of interest payable
                                                                                                                                                                                                                              in respect of such Loan hereunder,
                                                                                                                                                                                                                              together with all Charges payable
                                                                                                                                                                                                                              in respect thereof, shall be
                                                                                                                                                                                                                              limited to the Maximum Rate and,
                                                                                                                                                                                                                              to the extent lawful, the interest
                                                                                                                                                                                                                              and Charges that would have been
                                                                                                                                                                                                                              payable in respect of such Loan
                                                                                                                                                                                                                              but were not payable as a result
                                                                                                                                                                                                                              of the operation of this Section 11.12
                                                                                                                                                                                                                              shall be cumulated and the
                                                                                                                                                                                                                              interest and Charges payable to
                                                                                                                                                                                                                              such Lender in respect of other
                                                                                                                                                                                                                              Loans or periods shall be
                                                                                                                                                                                                                              increased (but not above the
                                                                                                                                                                                                                              Maximum Rate therefor) until such
                                                                                                                                                                                                                              cumulated amount, together with
                                                                                                                                                                                                                              interest thereon at the Federal
                                                                                                                                                                                                                              Funds Rate to the date of
                                                                                                                                                                                                                              repayment (to the extent permitted
                                                                                                                                                                                                                              by applicable Law), shall have
                                                                                                                                                                                                                              been received by such Lender.

                                                                                                                                                                                                                           

                                                                                                                                                                                                                          Section 11.13.    Waiver of
                                                                                                                                                                                                                                  Effect of Corporate Seal. 
                                                                                                                                                                                                                              Each Loan Party represents and
                                                                                                                                                                                                                              warrants to the Administrative
                                                                                                                                                                                                                              Agent and the Lenders that neither
                                                                                                                                                                                                                              it nor any other Loan Party is
                                                                                                                                                                                                                              required to affix its corporate
                                                                                                                                                                                                                              seal to this Agreement or any
                                                                                                                                                                                                                              other Loan Document pursuant to
                                                                                                                                                                                                                              any Law, agrees that this
                                                                                                                                                                                                                              Agreement is delivered by Borrower
                                                                                                                                                                                                                              under seal and waives any
                                                                                                                                                                                                                              shortening of the statute of
                                                                                                                                                                                                                              limitations that may result from
                                                                                                                                                                                                                              not affixing the corporate seal to
                                                                                                                                                                                                                              this Agreement or such other Loan
                                                                                                                                                                                                                              Documents.

                                                                                                                                                                                                                           

                                                                                                                                                                                                                          Section 11.14.    Patriot Act. 
                                                                                                                                                                                                                              The Administrative Agent and each
                                                                                                                                                                                                                              Lender hereby notifies the Loan
                                                                                                                                                                                                                              Parties that, pursuant to the
                                                                                                                                                                                                                              requirements of the Patriot Act,
                                                                                                                                                                                                                              it is required to obtain, verify
                                                                                                                                                                                                                              and record information that
                                                                                                                                                                                                                              identifies each Loan Party, which
                                                                                                                                                                                                                              information includes the name and
                                                                                                                                                                                                                              address of such Loan Party and
                                                                                                                                                                                                                              other information that will allow
                                                                                                                                                                                                                              such Lender or the Administrative
                                                                                                                                                                                                                              Agent, as applicable, to identify
                                                                                                                                                                                                                              such Loan Party in accordance with
                                                                                                                                                                                                                              the Patriot Act.

                                                                                                                                                                                                                          
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                                                                                                                                                                                                                            Section
                                                                                                                                                                                                                                11.15.    No
                                                                                                                                                                                                                                    Advisory or Fiduciary
                                                                                                                                                                                                                                    Responsibility. 
                                                                                                                                                                                                                                In connection with
                                                                                                                                                                                                                                  all aspects of each
                                                                                                                                                                                                                                  transaction contemplated
                                                                                                                                                                                                                                  hereby (including in
                                                                                                                                                                                                                                  connection with any amendment,
                                                                                                                                                                                                                                  waiver or other modification
                                                                                                                                                                                                                                  hereof or of any other Loan
                                                                                                                                                                                                                                  Document), Borrower and each
                                                                                                                                                                                                                                  other Loan Party acknowledges
                                                                                                                                                                                                                                  and agrees and acknowledges
                                                                                                                                                                                                                                  its Affiliates' understanding
                                                                                                                                                                                                                                  that that:  (i) (A) the
                                                                                                                                                                                                                                  services regarding this
                                                                                                                                                                                                                                  Agreement  provided by the
                                                                                                                                                                                                                                  Administrative Agent, the
                                                                                                                                                                                                                                  Arrangers and/or the Lenders
                                                                                                                                                                                                                                  are arm’s-length commercial
                                                                                                                                                                                                                                  transactions between 
                                                                                                                                                                                                                                  Borrower, each other Loan
                                                                                                                                                                                                                                  Party and their respective
                                                                                                                                                                                                                                  Affiliates, on the one hand,
                                                                                                                                                                                                                                  and the Administrative Agent,
                                                                                                                                                                                                                                  the Arrangers and the Lenders,
                                                                                                                                                                                                                                  on the other hand, (B) each of
                                                                                                                                                                                                                                  Borrower and the other Loan
                                                                                                                                                                                                                                  Parties have consulted their
                                                                                                                                                                                                                                  own legal, accounting,
                                                                                                                                                                                                                                  regulatory and tax advisors to
                                                                                                                                                                                                                                  the extent they have deemed
                                                                                                                                                                                                                                  appropriate, and (C) Borrower
                                                                                                                                                                                                                                  and each other Loan Party is
                                                                                                                                                                                                                                  capable of evaluating and
                                                                                                                                                                                                                                  understanding, and understands
                                                                                                                                                                                                                                  and accepts, the terms, risks
                                                                                                                                                                                                                                  and conditions of the
                                                                                                                                                                                                                                  transactions contemplated
                                                                                                                                                                                                                                  hereby and  by the other Loan
                                                                                                                                                                                                                                  Documents; (ii) (A) each of
                                                                                                                                                                                                                                  the Administrative Agent, the
                                                                                                                                                                                                                                  Arrangers and the Lenders  is
                                                                                                                                                                                                                                  and has been acting solely as
                                                                                                                                                                                                                                  a principal and,  except as
                                                                                                                                                                                                                                  expressly agreed in writing by
                                                                                                                                                                                                                                  the relevant parties, has not
                                                                                                                                                                                                                                  been, is not, and will not be
                                                                                                                                                                                                                                  acting as an advisor, agent or
                                                                                                                                                                                                                                  fiduciary, for Borrower, any
                                                                                                                                                                                                                                  other Loan Party, or any of
                                                                                                                                                                                                                                  their respective Affiliates,
                                                                                                                                                                                                                                  or any other Person and (B)
                                                                                                                                                                                                                                  none of the Administrative
                                                                                                                                                                                                                                  Agent, the Arrangers and any
                                                                                                                                                                                                                                  Lender has any obligation to
                                                                                                                                                                                                                                  Borrower, any other Loan Party
                                                                                                                                                                                                                                  or any of their Affiliates 
                                                                                                                                                                                                                                  with respect to the
                                                                                                                                                                                                                                  transaction contemplated
                                                                                                                                                                                                                                  hereby except those
                                                                                                                                                                                                                                  obligations expressly set
                                                                                                                                                                                                                                  forth herein and in the other
                                                                                                                                                                                                                                  Loan Documents; and (iii)  the
                                                                                                                                                                                                                                  Administrative Agent, the
                                                                                                                                                                                                                                  Arrangers, the Lenders and
                                                                                                                                                                                                                                  their respective Affiliates
                                                                                                                                                                                                                                  may be engaged in a broad
                                                                                                                                                                                                                                  range of transactions that
                                                                                                                                                                                                                                  involve interests that differ
                                                                                                                                                                                                                                  from those of Borrower, the
                                                                                                                                                                                                                                  other Loan Parties and their
                                                                                                                                                                                                                                  respective Affiliates, and
                                                                                                                                                                                                                                  each of the Administrative
                                                                                                                                                                                                                                  Agent, the Arrangers and the
                                                                                                                                                                                                                                  Lenders has no obligation to
                                                                                                                                                                                                                                  disclose any of such interests
                                                                                                                                                                                                                                  to  Borrower, any other Loan
                                                                                                                                                                                                                                  Party of any of their
                                                                                                                                                                                                                                  respective Affiliates.  To the
                                                                                                                                                                                                                                  fullest extent permitted by
                                                                                                                                                                                                                                  Law, each of Borrower and the
                                                                                                                                                                                                                                  other Loan Parties hereby
                                                                                                                                                                                                                                  waive and release any claims
                                                                                                                                                                                                                                  that it may have against the
                                                                                                                                                                                                                                  Administrative Agent, the
                                                                                                                                                                                                                                  Arrangers and each Lender with
                                                                                                                                                                                                                                  respect to any breach or
                                                                                                                                                                                                                                  alleged breach of agency or
                                                                                                                                                                                                                                  fiduciary duty in connection
                                                                                                                                                                                                                                  with any aspect of any
                                                                                                                                                                                                                                  transaction contemplated
                                                                                                                                                                                                                                  hereby.

                                                                                                                                                                                                                             

                                                                                                                                                                                                                            Section
                                                                                                                                                                                                                                11.16.    Electronic
                                                                                                                                                                                                                                    Execution of Assignments and
                                                                                                                                                                                                                                    Certain Other Documents.  The
                                                                                                                                                                                                                                words “execution,” “signed,”
                                                                                                                                                                                                                                “signature,” and words of like
                                                                                                                                                                                                                                import in any Assignment and
                                                                                                                                                                                                                                Acceptance or in any amendment
                                                                                                                                                                                                                                or other modification hereof
                                                                                                                                                                                                                                (including waivers and consents)
                                                                                                                                                                                                                                shall be deemed to include
                                                                                                                                                                                                                                electronic signatures, the
                                                                                                                                                                                                                                  electronic matching of
                                                                                                                                                                                                                                  assignment terms and contract
                                                                                                                                                                                                                                  formations on electronic
                                                                                                                                                                                                                                  platforms approved by the
                                                                                                                                                                                                                                  Administrative Agent,
                                                                                                                                                                                                                                or the keeping of records in
                                                                                                                                                                                                                                electronic form, each of which
                                                                                                                                                                                                                                shall be of the same legal
                                                                                                                                                                                                                                effect, validity or
                                                                                                                                                                                                                                enforceability as a manually
                                                                                                                                                                                                                                executed signature or the use of
                                                                                                                                                                                                                                a paper-based recordkeeping
                                                                                                                                                                                                                                system, as the case may be, to
                                                                                                                                                                                                                                the extent and as provided for
                                                                                                                                                                                                                                in any applicable Law, including
                                                                                                                                                                                                                                the Federal Electronic
                                                                                                                                                                                                                                Signatures in Global and
                                                                                                                                                                                                                                National Commerce Act, the New
                                                                                                                                                                                                                                York State Electronic Signatures
                                                                                                                                                                                                                                and Records Act, or any other
                                                                                                                                                                                                                                similar state laws based on the
                                                                                                                                                                                                                                Uniform Electronic Transactions
                                                                                                                                                                                                                                Act; provided
                                                                                                                                                                                                                                that
                                                                                                                                                                                                                                  notwithstanding anything
                                                                                                                                                                                                                                  contained herein to the
                                                                                                                                                                                                                                  contrary the Administrative
                                                                                                                                                                                                                                  Agent is under no obligation
                                                                                                                                                                                                                                  to agree to accept electronic
                                                                                                                                                                                                                                  signatures in any form or in
                                                                                                                                                                                                                                  any format unless expressly
                                                                                                                                                                                                                                  agreed to by the
                                                                                                                                                                                                                                  Administrative Agent pursuant
                                                                                                                                                                                                                                  to procedures approved by it.

                                                                                                                                                                                                                             

                                                                                                                                                                                                                            Section
                                                                                                                                                                                                                                11.17.    Acknowledgement
                                                                                                                                                                                                                                    and Consent to Bail-In of
                                                                                                                                                                                                                                    Affected Financial
                                                                                                                                                                                                                                    Institutions.  Notwithstanding
                                                                                                                                                                                                                                anything to the contrary in any
                                                                                                                                                                                                                                Loan Document or in any other
                                                                                                                                                                                                                                agreement, arrangement or
                                                                                                                                                                                                                                understanding among any such
                                                                                                                                                                                                                                parties, each party hereto
                                                                                                                                                                                                                                acknowledges that any liability
                                                                                                                                                                                                                                of any Lender that is an
                                                                                                                                                                                                                                Affected Financial Institution
                                                                                                                                                                                                                                arising under any Loan Document,
                                                                                                                                                                                                                                to the extent that such
                                                                                                                                                                                                                                liability is unsecured, may be
                                                                                                                                                                                                                                subject to the Write-Down and
                                                                                                                                                                                                                                Conversion Powers of the
                                                                                                                                                                                                                                applicable Resolution Authority,
                                                                                                                                                                                                                                and each party hereto agrees and
                                                                                                                                                                                                                                consents to, and acknowledges
                                                                                                                                                                                                                                and agrees to be bound by: (a)
                                                                                                                                                                                                                                the application of any
                                                                                                                                                                                                                                Write-Down and Conversion Powers
                                                                                                                                                                                                                                by the applicable Resolution
                                                                                                                                                                                                                                Authority to any such
                                                                                                                                                                                                                                liabilities arising hereunder
                                                                                                                                                                                                                                that may be payable to it by any
                                                                                                                                                                                                                                Lender that is an Affected
                                                                                                                                                                                                                                Financial Institution; and (b)
                                                                                                                                                                                                                                the effects of any Bail-In
                                                                                                                                                                                                                                Action on any such liability,
                                                                                                                                                                                                                                including, if applicable, (i) a
                                                                                                                                                                                                                                reduction, in full or in part,
                                                                                                                                                                                                                                or cancellation of any such
                                                                                                                                                                                                                                liability, (ii) a conversion of
                                                                                                                                                                                                                                all, or a portion, of such
                                                                                                                                                                                                                                liability into shares or other
                                                                                                                                                                                                                                instruments of ownership in such
                                                                                                                                                                                                                                Affected Financial Institution,
                                                                                                                                                                                                                                its parent undertaking, or a
                                                                                                                                                                                                                                bridge institution that may be
                                                                                                                                                                                                                                issued to, or otherwise
                                                                                                                                                                                                                                conferred on, it, and that such
                                                                                                                                                                                                                                shares or other instruments of
                                                                                                                                                                                                                                ownership will be accepted by it
                                                                                                                                                                                                                                in lieu of any rights with
                                                                                                                                                                                                                                respect to any such liability
                                                                                                                                                                                                                                under this Agreement or any
                                                                                                                                                                                                                                other Loan Document, or (iii)
                                                                                                                                                                                                                                the variation of the terms of
                                                                                                                                                                                                                                such liability in connection
                                                                                                                                                                                                                                with the exercise of the
                                                                                                                                                                                                                                Write-Down and Conversion Powers
                                                                                                                                                                                                                                of the applicable Resolution
                                                                                                                                                                                                                                Authority.

                                                                                                                                                                                                                            
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                                                                                                                                                                                                                              Section
                                                                                                                                                                                                                                  11.18.    Certain
                                                                                                                                                                                                                                      ERISA Matters.

                                                                                                                                                                                                                               

                                                                                                                                                                                                                              (a)    
                                                                                                                                                                                                                                Each
                                                                                                                                                                                                                                  Lender (x) represents and
                                                                                                                                                                                                                                  warrants, as of the date such
                                                                                                                                                                                                                                  Person became a Lender party
                                                                                                                                                                                                                                  hereto, to, and (y) covenants,
                                                                                                                                                                                                                                  from the date such Person
                                                                                                                                                                                                                                  became a Lender party hereto
                                                                                                                                                                                                                                  to the date such Person ceases
                                                                                                                                                                                                                                  being a Lender party hereto,
                                                                                                                                                                                                                                  for the benefit of, the
                                                                                                                                                                                                                                  Administrative Agent, the
                                                                                                                                                                                                                                  Arrangers, and their
                                                                                                                                                                                                                                  respective Affiliates, and
                                                                                                                                                                                                                                  not, for the avoidance of
                                                                                                                                                                                                                                  doubt, to or for the benefit
                                                                                                                                                                                                                                  of the Borrower or any other
                                                                                                                                                                                                                                  Loan Party, that at least one
                                                                                                                                                                                                                                  of the following is and will
                                                                                                                                                                                                                                  be true:

                                                                                                                                                                                                                               

                                                                                                                                                                                                                              (i)    
                                                                                                                                                                                                                                such
                                                                                                                                                                                                                                  Lender is not using “plan
                                                                                                                                                                                                                                  assets” (within the meaning of
                                                                                                                                                                                                                                  Section 3(42) of ERISA or
                                                                                                                                                                                                                                  otherwise) of one or more
                                                                                                                                                                                                                                  Benefit Plans with respect to
                                                                                                                                                                                                                                  such Lender’s entrance into,
                                                                                                                                                                                                                                  participation in,
                                                                                                                                                                                                                                  administration of and
                                                                                                                                                                                                                                  performance of the connection
                                                                                                                                                                                                                                  with the Loans, the Letters of
                                                                                                                                                                                                                                  Credit, the Commitments or
                                                                                                                                                                                                                                  this Agreement;

                                                                                                                                                                                                                               

                                                                                                                                                                                                                              (ii)   
                                                                                                                                                                                                                                the
                                                                                                                                                                                                                                  transaction exemption set
                                                                                                                                                                                                                                  forth in one or more PTEs,
                                                                                                                                                                                                                                  such as PTE 84-14 (a class
                                                                                                                                                                                                                                  exemption for certain
                                                                                                                                                                                                                                  transactions determined by
                                                                                                                                                                                                                                  independent qualified
                                                                                                                                                                                                                                  professional asset managers),
                                                                                                                                                                                                                                  PTE 95-60 (a class exemption
                                                                                                                                                                                                                                  for certain transactions
                                                                                                                                                                                                                                  involving insurance company
                                                                                                                                                                                                                                  general accounts), PTE 90-1 (a
                                                                                                                                                                                                                                  class exemption for certain
                                                                                                                                                                                                                                  transactions involving
                                                                                                                                                                                                                                  insurance company pooled
                                                                                                                                                                                                                                  separate accounts), PTE 91-38
                                                                                                                                                                                                                                  (a class exemption for certain
                                                                                                                                                                                                                                  transactions involving bank
                                                                                                                                                                                                                                  collective investment funds)
                                                                                                                                                                                                                                  or PTE 96-23 (a class
                                                                                                                                                                                                                                  exemption for certain
                                                                                                                                                                                                                                  transactions determined by
                                                                                                                                                                                                                                  in-house asset managers), is
                                                                                                                                                                                                                                  applicable with respect to
                                                                                                                                                                                                                                  such Lender’s entrance into,
                                                                                                                                                                                                                                  participation in,
                                                                                                                                                                                                                                  administration of and
                                                                                                                                                                                                                                  performance of the Loans, the
                                                                                                                                                                                                                                  Letters of Credit, the
                                                                                                                                                                                                                                  Commitments and this
                                                                                                                                                                                                                                  Agreement;

                                                                                                                                                                                                                               

                                                                                                                                                                                                                              (iii)  
                                                                                                                                                                                                                                (A)
                                                                                                                                                                                                                                  such Lender is an investment
                                                                                                                                                                                                                                  fund managed by a “Qualified
                                                                                                                                                                                                                                  Professional Asset Manager”
                                                                                                                                                                                                                                  (within the meaning of Part VI
                                                                                                                                                                                                                                  of PTE 84-14), (B) such
                                                                                                                                                                                                                                  Qualified Professional Asset
                                                                                                                                                                                                                                  Manager made the investment
                                                                                                                                                                                                                                  decision on behalf of such
                                                                                                                                                                                                                                  Lender to enter into,
                                                                                                                                                                                                                                  participate in, administer and
                                                                                                                                                                                                                                  perform the Loans, the Letters
                                                                                                                                                                                                                                  of Credit, the Commitments and
                                                                                                                                                                                                                                  this Agreement, (C) the
                                                                                                                                                                                                                                  entrance into, participation
                                                                                                                                                                                                                                  in, administration of and
                                                                                                                                                                                                                                  performance of the Loans, the
                                                                                                                                                                                                                                  Letters of Credit, the
                                                                                                                                                                                                                                  Commitments and this Agreement
                                                                                                                                                                                                                                  satisfies the requirements of
                                                                                                                                                                                                                                  sub-sections (b) through (g)
                                                                                                                                                                                                                                  of Part I of PTE 84-14 and (D)
                                                                                                                                                                                                                                  to the best knowledge of such
                                                                                                                                                                                                                                  Lender, the requirements of
                                                                                                                                                                                                                                  subsection (a) of Part I of
                                                                                                                                                                                                                                  PTE 84-14 are satisfied with
                                                                                                                                                                                                                                  respect to such Lender’s
                                                                                                                                                                                                                                  entrance into, participation
                                                                                                                                                                                                                                  in, administration of and
                                                                                                                                                                                                                                  performance of the Loans, the
                                                                                                                                                                                                                                  Letters of Credit, the
                                                                                                                                                                                                                                  Commitments and this
                                                                                                                                                                                                                                  Agreement; or

                                                                                                                                                                                                                               

                                                                                                                                                                                                                              (iv)   
                                                                                                                                                                                                                                such
                                                                                                                                                                                                                                  other representation, warranty
                                                                                                                                                                                                                                  and covenant as may be agreed
                                                                                                                                                                                                                                  in writing between the
                                                                                                                                                                                                                                  Administrative Agent, in its
                                                                                                                                                                                                                                  sole discretion, and such
                                                                                                                                                                                                                                  Lender.

                                                                                                                                                                                                                               

                                                                                                                                                                                                                              In
                                                                                                                                                                                                                                addition, unless either (1)
                                                                                                                                                                                                                                sub-clause (i) in the
                                                                                                                                                                                                                                immediately preceding clause (a)
                                                                                                                                                                                                                                is true with respect to a Lender
                                                                                                                                                                                                                                or (2) a Lender has provided
                                                                                                                                                                                                                                another representation, warranty
                                                                                                                                                                                                                                and covenant in accordance with
                                                                                                                                                                                                                                sub-clause (iv) in the
                                                                                                                                                                                                                                immediately preceding clause
                                                                                                                                                                                                                                (a), such Lender further (x)
                                                                                                                                                                                                                                represents and warrants, as of
                                                                                                                                                                                                                                the date such Person became a
                                                                                                                                                                                                                                Lender party hereto, to, and (y)
                                                                                                                                                                                                                                covenants, from the date such
                                                                                                                                                                                                                                Person became a Lender party
                                                                                                                                                                                                                                hereto to the date such Person
                                                                                                                                                                                                                                ceases being a Lender party
                                                                                                                                                                                                                                hereto, for the benefit of, the
                                                                                                                                                                                                                                Administrative Agent and not,
                                                                                                                                                                                                                                for the avoidance of doubt, to
                                                                                                                                                                                                                                or for the benefit of the
                                                                                                                                                                                                                                Borrower or any other Loan
                                                                                                                                                                                                                                Party, that the Administrative
                                                                                                                                                                                                                                Agent is not a fiduciary with
                                                                                                                                                                                                                                respect to the assets of such
                                                                                                                                                                                                                                Lender involved in such Lender’s
                                                                                                                                                                                                                                entrance into, participation in,
                                                                                                                                                                                                                                administration of and
                                                                                                                                                                                                                                performance of the Loans, the
                                                                                                                                                                                                                                Letters of Credit, the
                                                                                                                                                                                                                                Commitments and this Agreement
                                                                                                                                                                                                                                (including in connection with
                                                                                                                                                                                                                                the reservation or exercise of
                                                                                                                                                                                                                                any rights by the Administrative
                                                                                                                                                                                                                                Agent under this Agreement, any
                                                                                                                                                                                                                                Loan Document or any documents
                                                                                                                                                                                                                                related hereto or thereto).

                                                                                                                                                                                                                              
                                                                                                                                                                                                                                114

                                                                                                                                                                                                                                
                                                                                                                                                                                                                                  


                                                                                                                                                                                                                              

                                                                                                                                                                                                                              
                                                                                                                                                                                                                                Section
                                                                                                                                                                                                                                    11.19.    Acknowledgement
                                                                                                                                                                                                                                        Regarding any Supported
                                                                                                                                                                                                                                        QFCs.

                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                (a)    
                                                                                                                                                                                                                                  To
                                                                                                                                                                                                                                    the extent that the Loan
                                                                                                                                                                                                                                    Documents provide support,
                                                                                                                                                                                                                                    through a guarantee or
                                                                                                                                                                                                                                    otherwise, for any Swap
                                                                                                                                                                                                                                    Obligation or any other
                                                                                                                                                                                                                                    agreement or instrument that
                                                                                                                                                                                                                                    is a QFC (such support, “QFC
                                                                                                                                                                                                                                        Credit Support”;
                                                                                                                                                                                                                                    and each such QFC, a “Supported
                                                                                                                                                                                                                                        QFC”), the
                                                                                                                                                                                                                                    parties acknowledge and
                                                                                                                                                                                                                                    agree as follows with
                                                                                                                                                                                                                                    respect to the resolution
                                                                                                                                                                                                                                    power of the Federal Deposit
                                                                                                                                                                                                                                    Insurance Corporation under
                                                                                                                                                                                                                                    the Federal Deposit
                                                                                                                                                                                                                                    Insurance Act and Title II
                                                                                                                                                                                                                                    of the Dodd-Frank Wall
                                                                                                                                                                                                                                    Street Reform and Consumer
                                                                                                                                                                                                                                    Protection Act (together
                                                                                                                                                                                                                                    with the regulations
                                                                                                                                                                                                                                    promulgated thereunder, the
                                                                                                                                                                                                                                    “U.S.
                                                                                                                                                                                                                                        Special Resolution
                                                                                                                                                                                                                                        Regimes”) in
                                                                                                                                                                                                                                    respect of such Supported
                                                                                                                                                                                                                                    QFC and QFC Credit Support
                                                                                                                                                                                                                                    (with the provisions below
                                                                                                                                                                                                                                    applicable notwithstanding
                                                                                                                                                                                                                                    that the Loan Documents and
                                                                                                                                                                                                                                    any Supported QFC may in
                                                                                                                                                                                                                                    fact be stated to be
                                                                                                                                                                                                                                    governed by the laws of the
                                                                                                                                                                                                                                    State of New York and/or of
                                                                                                                                                                                                                                    the United States or any
                                                                                                                                                                                                                                    other state of the United
                                                                                                                                                                                                                                    States.

                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                (b)    
                                                                                                                                                                                                                                  In
                                                                                                                                                                                                                                    the event that a Covered
                                                                                                                                                                                                                                    Entity that is a party to a
                                                                                                                                                                                                                                    Supported QFC (each, a “Covered
                                                                                                                                                                                                                                        Party”)
                                                                                                                                                                                                                                    becomes subject to a
                                                                                                                                                                                                                                    proceeding under a U.S.
                                                                                                                                                                                                                                    Special Resolution Regime,
                                                                                                                                                                                                                                    the transfer of such
                                                                                                                                                                                                                                    Supported QFC and the
                                                                                                                                                                                                                                    benefit of such QFC Credit
                                                                                                                                                                                                                                    Support (and any interest
                                                                                                                                                                                                                                    and obligation in or under
                                                                                                                                                                                                                                    such Supported QFC and such
                                                                                                                                                                                                                                    QFC Credit Support, and any
                                                                                                                                                                                                                                    rights in property securing
                                                                                                                                                                                                                                    such Supported QFC or such
                                                                                                                                                                                                                                    QFC Credit Support) from
                                                                                                                                                                                                                                    such Covered Party will be
                                                                                                                                                                                                                                    effective to the same extent
                                                                                                                                                                                                                                    as the transfer would be
                                                                                                                                                                                                                                    effective under the U.S.
                                                                                                                                                                                                                                    Special Resolution Regime if
                                                                                                                                                                                                                                    the Supported QFC and such
                                                                                                                                                                                                                                    QFC Credit Support (and any
                                                                                                                                                                                                                                    such interest, obligation
                                                                                                                                                                                                                                    and rights in property) were
                                                                                                                                                                                                                                    governed by the Laws of the
                                                                                                                                                                                                                                    United States or a state of
                                                                                                                                                                                                                                    the United States. In the
                                                                                                                                                                                                                                    event that a Covered Party,
                                                                                                                                                                                                                                    or a BHC Act Affiliate of a
                                                                                                                                                                                                                                    Covered Party, becomes
                                                                                                                                                                                                                                    subject to a proceeding
                                                                                                                                                                                                                                    under a U.S. Special
                                                                                                                                                                                                                                    Resolution Regime, Default
                                                                                                                                                                                                                                    Rights under the Loan
                                                                                                                                                                                                                                    Documents that might
                                                                                                                                                                                                                                    otherwise apply to such
                                                                                                                                                                                                                                    Supported QFC or any QFC
                                                                                                                                                                                                                                    Credit Support that may be
                                                                                                                                                                                                                                    exercised against such
                                                                                                                                                                                                                                    Covered Party are permitted
                                                                                                                                                                                                                                    to be exercised to no
                                                                                                                                                                                                                                    greater extent than such
                                                                                                                                                                                                                                    Default Rights could be
                                                                                                                                                                                                                                    exercised under the U.S.
                                                                                                                                                                                                                                    Special Resolution Regime if
                                                                                                                                                                                                                                    the Supported QFC and the
                                                                                                                                                                                                                                    Loan Documents were governed
                                                                                                                                                                                                                                    by the laws of the United
                                                                                                                                                                                                                                    States or a state of the
                                                                                                                                                                                                                                    United States. Without
                                                                                                                                                                                                                                    limitation of the foregoing,
                                                                                                                                                                                                                                    it is understood and agreed
                                                                                                                                                                                                                                    that rights and remedies of
                                                                                                                                                                                                                                    the parties with respect to
                                                                                                                                                                                                                                    a Defaulting Lender shall in
                                                                                                                                                                                                                                    no event affect the rights
                                                                                                                                                                                                                                    of any Covered Party with
                                                                                                                                                                                                                                    respect to a Supported QFC
                                                                                                                                                                                                                                    or any QFC Credit Support.

                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                

                                                                                                                                                                                                                                

                                                                                                                                                                                                                                 

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                                                                                                                                                                                                                                  115

                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                    


                                                                                                                                                                                                                                

                                                                                                                                                                                                                                
                                                                                                                                                                                                                                  IN WITNESS
                                                                                                                                                                                                                                    WHEREOF, the parties hereto
                                                                                                                                                                                                                                    have caused this Agreement
                                                                                                                                                                                                                                    to be duly executed by their
                                                                                                                                                                                                                                    respective authorized
                                                                                                                                                                                                                                    officers as of the day and
                                                                                                                                                                                                                                    year first above written.

                                                                                                                                                                                                                                   

                                                                                                                                                                                                                                   
                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                          BORROWER:

                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                          MOLINA
                                                                                                                                                                                                                                            HEALTHCARE, INC.,

                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                          a Delaware
                                                                                                                                                                                                                                            corporation

                                                                                                                                                                                                                                        
	 	 
	
                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                          By: __/s/
                                                                                                                                                                                                                                                Thomas L. Tran

                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                          Name:  Thomas
                                                                                                                                                                                                                                            L. Tran

                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                          Title:   
                                                                                                                                                                                                                                            Chief Financial
                                                                                                                                                                                                                                            Officer and
                                                                                                                                                                                                                                            Treasurer

                                                                                                                                                                                                                                        


                                                                                                                                                                                                                                

                                                                                                                                                                                                                                 

                                                                                                                                                                                                                               

                                                                                                                                                                                                                            
                                                                                                                                                                                                                              
                                                                                                                                                                                                                                


                                                                                                                                                                                                                            

                                                                                                                                                                                                                          

                                                                                                                                                                                                                           

                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                ADMINISTRATIVE
                                                                                                                                                                                                                                  AGENT:

                                                                                                                                                                                                                                

                                                                                                                                                                                                                              	
                                                                                                                                                                                                                                TRUIST BANK,
                                                                                                                                                                                                                                  as
                                                                                                                                                                                                                                    Administrative Agent

                                                                                                                                                                                                                                

                                                                                                                                                                                                                              
	

                                                                                                                                                                                                                              	

                                                                                                                                                                                                                              
	

                                                                                                                                                                                                                              	
                                                                                                                                                                                                                                By: __/s/
                                                                                                                                                                                                                                      Ben Cumming              
                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                

                                                                                                                                                                                                                              
	

                                                                                                                                                                                                                              	
                                                                                                                                                                                                                                Name:  Ben
                                                                                                                                                                                                                                  Cumming

                                                                                                                                                                                                                              
	

                                                                                                                                                                                                                              	
                                                                                                                                                                                                                                Title:   
                                                                                                                                                                                                                                  Managing Director

                                                                                                                                                                                                                              
	

                                                                                                                                                                                                                              	

                                                                                                                                                                                                                              


                                                                                                                                                                                                                         

                                                                                                                                                                                                                      
                                                                                                                                                                                                                        
                                                                                                                                                                                                                          


                                                                                                                                                                                                                      

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                              LENDERS:

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              TRUIST BANK,

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              as the Issuing
                                                                                                                                                                                                                                Bank, as Swingline Lender and as
                                                                                                                                                                                                                                a Lender

                                                                                                                                                                                                                            
	 	 
	
                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              By: __/s/
                                                                                                                                                                                                                                    Ben Cumming

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Name:  Ben
                                                                                                                                                                                                                                Cumming

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Title:   
                                                                                                                                                                                                                                Managing Director

                                                                                                                                                                                                                            
	 	 
	
                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              BANK OF
                                                                                                                                                                                                                                AMERICA, N.A.

                                                                                                                                                                                                                            
	 	 
	 	
                                                                                                                                                                                                                              By: __/s/
                                                                                                                                                                                                                                    Yinghua Zhang

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Name:  Yinghua
                                                                                                                                                                                                                                Zhang

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Title:   
                                                                                                                                                                                                                                Director

                                                                                                                                                                                                                            
	 	 
	 	
                                                                                                                                                                                                                              BARCLAYS BANK
                                                                                                                                                                                                                                PLC

                                                                                                                                                                                                                            
	 	 
	 	
                                                                                                                                                                                                                              By: __/s/
                                                                                                                                                                                                                                    Ronnie Glenn

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Name:  Ronnie
                                                                                                                                                                                                                                Glenn

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Title:   
                                                                                                                                                                                                                                Director

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            	 
	 	
                                                                                                                                                                                                                              DEUTSCHE BANK
                                                                                                                                                                                                                                AG NEW YORK BRANCH

                                                                                                                                                                                                                            
	 	 
	
                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              By: __/s/
                                                                                                                                                                                                                                    Philip Tancorra

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Name:  Philip
                                                                                                                                                                                                                                Tancorra

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Title:    Vice
                                                                                                                                                                                                                                President

                                                                                                                                                                                                                            
	 	 
	
                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              By: __/s/
                                                                                                                                                                                                                                    Yumi Okabe

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Name:  Yumi
                                                                                                                                                                                                                                Okabe

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Title:    Vice
                                                                                                                                                                                                                                President

                                                                                                                                                                                                                            
	 	 
	 	
                                                                                                                                                                                                                              MUFG UNION
                                                                                                                                                                                                                                BANK, N.A.

                                                                                                                                                                                                                            
	 	 
	 	
                                                                                                                                                                                                                              By: __/s/
                                                                                                                                                                                                                                    Teuta Ghilaga

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Name:  Teuta
                                                                                                                                                                                                                                Ghilaga

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Title:   
                                                                                                                                                                                                                                Director

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            	 
	 	
                                                                                                                                                                                                                              WELLS FARGO
                                                                                                                                                                                                                                BANK, NATIONAL ASSOCIATION

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            	 
	 	
                                                                                                                                                                                                                              By: __/s/
                                                                                                                                                                                                                                    Jordan Harris

                                                                                                                                                                                                                            
	 	
                                                                                                                                                                                                                              Name:  Jordan
                                                                                                                                                                                                                                Harris

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Title:   
                                                                                                                                                                                                                                Managing Director

                                                                                                                                                                                                                            


                                                                                                                                                                                                                       

                                                                                                                                                                                                                    
                                                                                                                                                                                                                      
                                                                                                                                                                                                                        


                                                                                                                                                                                                                    

                                                                                                                                                                                                                    
                                                                                                                                                                                                                      	 	
                                                                                                                                                                                                                              CITIZENS BANK,
                                                                                                                                                                                                                                N.A.

                                                                                                                                                                                                                            
	 	 
	 	
                                                                                                                                                                                                                              By: __/s/
                                                                                                                                                                                                                                    Christopher J. DeLauro

                                                                                                                                                                                                                            
	 	
                                                                                                                                                                                                                              Name: 
                                                                                                                                                                                                                                Christopher J. DeLauro

                                                                                                                                                                                                                            
	 	
                                                                                                                                                                                                                              Title:   
                                                                                                                                                                                                                                Senior Vice President

                                                                                                                                                                                                                            
	 	 
	 	
                                                                                                                                                                                                                              FIFTH THIRD
                                                                                                                                                                                                                                BANK, NATIONAL ASSOCIATION

                                                                                                                                                                                                                            
	 	 
	 	
                                                                                                                                                                                                                              By: __/s/
                                                                                                                                                                                                                                    Thomas Avery

                                                                                                                                                                                                                            
	 	
                                                                                                                                                                                                                              Name:  Thomas
                                                                                                                                                                                                                                Avery

                                                                                                                                                                                                                            
	 	
                                                                                                                                                                                                                              Title:   
                                                                                                                                                                                                                                Director

                                                                                                                                                                                                                            
	 	 
	 	
                                                                                                                                                                                                                              THE HUNTINGTON NATIONAL
                                                                                                                                                                                                                                BANK

                                                                                                                                                                                                                            
	 	 
	 	
                                                                                                                                                                                                                              By: __/s/
                                                                                                                                                                                                                                    Joseph D. Hricovsky

                                                                                                                                                                                                                            
	 	
                                                                                                                                                                                                                              Name:  Joseph
                                                                                                                                                                                                                                D. Hricovsky

                                                                                                                                                                                                                            
	 	
                                                                                                                                                                                                                              Title:   
                                                                                                                                                                                                                                Senior Vice President

                                                                                                                                                                                                                            
	 	 
	 	
                                                                                                                                                                                                                              U.S. BANK
                                                                                                                                                                                                                                NATIONAL ASSOCIATION

                                                                                                                                                                                                                            
	 	 
	 	
                                                                                                                                                                                                                              By: __/s/
                                                                                                                                                                                                                                    Maria Massimino

                                                                                                                                                                                                                            
	 	
                                                                                                                                                                                                                              Name:  Maria
                                                                                                                                                                                                                                Massimino

                                                                                                                                                                                                                            
	 	
                                                                                                                                                                                                                              Title:    Vice
                                                                                                                                                                                                                                President

                                                                                                                                                                                                                            
	 	 
	 	
                                                                                                                                                                                                                              JPMORGAN CHASE
                                                                                                                                                                                                                                BANK, N.A.

                                                                                                                                                                                                                            
	 	 
	 	
                                                                                                                                                                                                                              By: __/s/
                                                                                                                                                                                                                                    Danielle D. Babine

                                                                                                                                                                                                                            
	 	
                                                                                                                                                                                                                              Name: 
                                                                                                                                                                                                                                Danielle D. Babine

                                                                                                                                                                                                                            
	 	
                                                                                                                                                                                                                              Title:    Vice
                                                                                                                                                                                                                                President