Exhibit 10.1


 





AMENDMENT NO. 3 TO CREDIT AND GUARANTY
AGREEMENT*


 


This AMENDMENT NO. 3
TO CREDIT AND GUARANTY AGREEMENT, dated as of July 1, 2016 (this “Agreement”), is by and among RadNet, Inc.
(“Holdings”), RadNet Management, Inc. (the “Borrower”), Barclays Bank PLC (“Barclays”),
as administrative agent and collateral agent under the Existing Credit Agreement (as defined below) (in such capacity, the “Administrative
Agent”), each Existing Lender (as defined below) party hereto or consenting in writing to the terms hereof, each New
Lender (as defined below) party hereto and each of the other Loan Parties party hereto.


 


RECITALS:


 


WHEREAS, reference
is hereby made to the Credit and Guaranty Agreement, dated as of October 10, 2012 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”
and, as amended and restated by and in accordance with this Agreement or as further amended, restated, amended and restated, supplemented
or otherwise modified from time to time after the date hereof, the “Credit Agreement”), among Holdings, the
Borrower, the Guarantors party thereto, the Lenders from time to time party thereto, and the Administrative Agent (capitalized
terms used but not defined herein have the meanings provided in the Credit Agreement);


 


WHEREAS, the Borrower
has requested (a) additional term loan commitments in an aggregate principal amount of $485,000,000 (the “Restatement
Effective Date Term Commitments”), which will be available on the Restatement Effective Date and (i) which Restatement
Effective Date Term Commitments shall, for the avoidance of doubt, constitute additional Term Loan Commitments under the Credit
Agreement and the term loans thereunder (the “Restatement Effective Date Term Loans”) shall constitute Term
Loans under the Credit Agreement and (ii) the proceeds of which shall refinance in full the Term Loans outstanding under the Existing
Credit Agreement (the “Existing Term Loans”; for the avoidance of doubt, the aggregate principal amount of the
Existing Term Loans outstanding immediately prior to the effectiveness of this Agreement is $438,666,726.97), (b) additional revolving
commitments in an aggregate principal amount of $117,500,000 (the “Restatement Effective Date Revolving Commitments”),
which will be available on the Restatement Effective Date and (i) which Restatement Effective Date Revolving Commitments shall,
for the avoidance of doubt, constitute additional Revolving Commitments under the Credit Agreement and the revolving loans thereunder,
if any, shall constitute Revolving Loans under the Credit Agreement and (ii) which Restatement Effective Date Revolving Commitments
shall replace in full the Revolving Commitments under the Existing Credit Agreement immediately prior to the effectiveness of this
Agreement and (c) certain other modifications to the Existing Credit Agreement, in each case as more particularly set forth herein;


 


WHEREAS, certain
Lenders are willing to provide the Restatement Effective Date Revolving Commitments in the amounts set forth opposite such Lender’s
name on Schedule I hereto;


 


WHEREAS, each
Lender holding Existing Term Loans under the Existing Credit Agreement (each, an “Existing Lender”) executing
and delivering a notice of participation in the Restatement Effective Date Term Loans in the form attached as Exhibit A
hereto (a “Participation Notice”) and electing the cashless settlement option therein (each such Lender in such
capacity, a “Converting Lender” and, together with each other Person providing a Restatement Effective Date
Term Commitment, the “Participating Lenders”) shall be deemed to have exchanged, on the Restatement Effective
Date, on a cashless settlement basis, the aggregate outstanding amount of its Existing Term Loans under the Existing Credit Agreement
for an equal aggregate principal amount of Restatement Effective Date Term Loans (or such lesser amount as the Lead Arranger (as
defined below) may allocate to such Existing Lender) under the Credit Agreement;


 





* Confidential treatment has been requested with respect to
all the redacted portions of the document, which has been filed separately with the Securities and Exchange Commission.


 







 






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WHEREAS, at the
election of Barclays, in its capacity as representative of the lead arrangers (in such capacity, the “Lead Arranger”),
to the extent that one or more Persons agree to act as fronting banks for the syndication of the Restatement Effective Date Term
Loans (such Persons in such capacity, the “Fronting Banks”), the Fronting Banks will purchase, and the Existing
Lenders will sell to the Fronting Banks, prior to effectiveness of this Agreement, (A) Existing Term Loans of Existing Lenders
that either (x) do not execute and deliver a Participation Notice or (y) elect in their Participation Notice to decline to participate
in the Restatement Effective Date Term Loans (the “Non-Participating Lenders”), (B) Existing Term Loans of Existing
Lenders that execute and deliver a Participation Notice and elect the cash settlement option therein and (C) Existing Term Loans
of Existing Lenders that execute and deliver a Participation Notice to the extent that such Existing Lenders have been allocated
by the Lead Arranger an aggregate principal amount of Restatement Effective Date Term Loans that is less than their outstanding
principal amount of Existing Term Loans (solely to the extent of such non-exchanged Existing Term Loans) (the Existing Term Loans
described in the foregoing clauses (A), (B) and (C), collectively, the “Reallocated Term Loans”);


 


WHEREAS, to the
extent there exist any Reallocated Term Loans, each Fronting Bank shall be a Converting Lender and accordingly shall exchange on
the Restatement Effective Date such Reallocated Term Loans on a cashless settlement basis for an equal aggregate principal amount
of Restatement Effective Date Term Loans under the Credit Agreement, and such Restatement Effective Date Term Loans shall promptly
thereafter be purchased by Participating Lenders (other than Converting Lenders), Converting Lenders purchasing additional Restatement
Effective Date Term Loans and Lenders with Restatement Effective Date Term Commitments or Restatement Effective Date Term Loans,
as applicable, that are not Existing Lenders (the “New Term Lenders”), each in accordance with such Participating
Lender’s respective Participation Notice or such New Term Lender’s respective Assignment Agreement and, in each case,
as allocated by the Lead Arranger; and


 


WHEREAS,
after giving effect to this Agreement, the Lenders party hereto constitute all of the Lenders under the Credit Agreement and the
Restatement Effective Date Revolving Commitments constitute all of the Revolving Commitments under the Credit Agreement.


 


NOW, THEREFORE, in consideration of
the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:


 







		1.	Amendments to Loan Documents. Effective as of the Restatement Effective Date:



 


		a.	Amendments to Credit Agreement.



 


		i.	The Existing Credit Agreement is, effective as of the Restatement Effective Date, hereby amended
to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and
to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Credit Agreement attached as Annex I hereto (including the exhibits and
schedules thereto).



 







 






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		ii.	Amendments to Pledge and Security Agreement. The Pledge and Security Agreement is hereby
amended as follows:



		1.	Each of the references to and description of the Credit Agreement in the introductory paragraphs
of the Pledge and Security Agreement are hereby updated to mean the Credit Agreement as amended by this Agreement on the Restatement
Effective Date.



 


		2.	Each of the references to and description of the Pledge and Security Agreement in the introductory
paragraphs of the Pledge and Security Agreement are hereby updated to mean the Pledge and Security Agreement as amended by this
Agreement on the Restatement Effective Date.



 


		3.	The existing schedules to the Pledge and Security Agreement are hereby replaced in their entirety
with the schedules attached hereto as Exhibit B.



 


		4.	Notice information for the Collateral Agent is hereby updated to read as follows:



 


Barclays Bank PLC

745 Seventh Avenue

New York, NY 10019

Attention: Mathew Cybul

Telecopier: 212-526-5851.


 


		2.	Restatement Effective Date Term Loans.



 


		a.	Subject to the terms and conditions set forth herein, each Participating Lender hereby acknowledges
and agrees that it has a Restatement Effective Date Term Commitment in the amount set forth on Schedule I to this Agreement
and agrees to make Restatement Effective Date Term Loans, or exchange Existing Term Loans for Restatement Effective Date Term Loans,
on the Restatement Effective Date in accordance with Section 2.01 of the Credit Agreement and this Agreement. From and after
the Restatement Effective Date, each Participating Lender shall be a Lender for all purposes under the Credit Agreement and the
other Loan Documents. Notwithstanding anything to the contrary, each Participating Lender exchanging Existing Term Loans for Restatement
Effective Date Term Loans hereby waives any break funding payments in respect of such Participating Lender’s Existing Term
Loans.



 


		b.	The Restatement Effective Date Term Loans will be made on the following terms and conditions:



 


		i.	On the Restatement Effective Date, upon the satisfaction of the conditions set forth in Section
4 hereof, the outstanding amount of Existing Term Loans of each Converting Lender (or such lesser amount as may be allocated
by the Lead Arranger) and the outstanding amount of Reallocated Term Loans, if any, of the Fronting Banks, shall be deemed to be
exchanged for an equal outstanding amount of Restatement Effective Date Term Loans under the Credit Agreement. Such exchange shall
be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative
Agent, in its sole discretion; and



 




 






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		ii.	On the Restatement Effective Date, in each case as the Lead Arranger may direct, (A) the Existing
Lenders and the Fronting Banks shall sell and purchase Existing Term Loans, and make and receive payments, in immediately available
funds, among themselves, so that the Fronting Banks shall hold the Reallocated Term Loans, if any and/or (B) the proceeds from
the Restatement Effective Date Term Loans shall be applied to the prepayment of the Reallocated Term Loans, if any. Any such sales
and purchases shall be deemed to have been made in compliance with Section 10.06 of the Existing Credit Agreement and are
hereby ratified and confirmed. The purchases and sales described in this Section 3(b)(ii) shall be effected by book entry
in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative Agent in its sole
discretion.



 


		c.	On the Restatement Effective Date, upon the satisfaction of the conditions set forth in Section
4 hereof, to the extent that (x) the aggregate principal amount of the Restatement Effective Date Term Commitments exceeds
the aggregate principal amount of the Existing Term Loans or (y) any prepayment of Reallocated Term Loans occurs pursuant to Section
3(b)(ii)(B) above (such excess amount under clause (x) and other amount under clause (y), collectively, the “Additional
Term Loans”; and the aggregate principal amount of the Restatement Effective Date Term Loan Commitments less the
aggregate principal amount of the Additional Term Loans, the “Rollover Term Loans”), each New Lender party hereto
with a Restatement Effective Date Term Commitment in respect of Additional Term Loans, severally, shall make Restatement Effective
Date Term Loans to the Borrower denominated in Dollars in an aggregate principal amount not to exceed the amount of such Lender’s
Restatement Effective Date Term Commitment in respect of Additional Term Loans.



 


		3.	Revolving Credit Matters. Effective as of the Restatement Effective Date and immediately
following the effectiveness of Section 1 of this Agreement:



 


		a.	Each Person executing this Agreement as a Lender with a Restatement Effective Date Revolving Commitment
and which Person was not, prior to the effectiveness of this Agreement, a Lender under the Existing Credit Agreement (each such
Person, a “New Revolving Lender”; together with the New Term Lenders, the “New Lenders”)
shall be considered a Revolving Lender and a Lender for all purposes under the Credit Agreement and other Loan Documents (including,
without limitation, the Intercreditor Agreement).



 


		b.	Each Lender (including, without limitation, each New Revolving Lender) hereby agrees that, as of
the Restatement Effective Date, (i) the aggregate Revolving Commitments shall be increased by an amount equal to $16,250,000, such
that the Revolving Commitments shall equal $117,500,000 on such date and (ii) the Revolving Commitment of each Lender shall be
the commitment of such Lender under the Credit Agreement set forth as its “Revolving Commitment” opposite its name
on Schedule I hereto. Without limiting the generality of the foregoing, the Restatement Effective Date Revolving Commitments
shall (i) constitute “Revolving Commitments” for all purposes under the Credit Agreement and each of the other Loan
Documents (including, without limitation, the Intercreditor Agreement) and have all of the benefits thereof and (ii) have all of
the terms, obligations, rights, remedies, privileges and protections available to Revolving Commitments under the Credit Agreement
and each of the other Loan Documents.





 






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		c.	Upon effectiveness of this Agreement, the Revolving Loans outstanding on the Restatement Effective
Date shall be repaid with the proceeds of the Restatement Effective Date Term Loans, and the Borrower shall pay, to any Revolving
Lender under the Existing Credit Agreement that is not also a Revolving Lender under the Credit Agreement, any additional amounts
required pursuant to Sections 2.18(b) of the Credit Agreement resulting therefrom.



 


		d.	Upon effectiveness of this Agreement: (i) each Revolving Lender under the Existing Credit Agreement
that is not a Revolving Lender under the Credit Agreement (and is not listed as a Lender on Schedule I hereto) and (ii)
each Revolving Lender under the Existing Credit Agreement that is a Revolving Lender under the Credit Agreement, in each case,
will automatically and without further act be deemed to have assigned to each Revolving Lender (including, each New Revolving Lender),
and each Revolving Lender (including, each New Revolving Lender) will automatically and without further action be deemed to have
assumed a portion of the Revolving Lenders’ participations in outstanding Letters of Credit and Swing Line Loans under the
Existing Credit Agreement such that, after giving effect to this Agreement and each such deemed assignment and assumption of participations,
the percentage of the aggregate outstanding (A) participations in Letters of Credit under the Credit Agreement and (B) participations
in Swing Line Loans under the Credit Agreement held by each Lender will equal such Lender’s Revolving Exposure under the
Credit Agreement.



 


		e.	The parties hereto hereby consent to such assignments and the minimum assignment amounts and processing
and recordation fees set forth in the Credit Agreement shall not apply hereto.



 


		f.	For the avoidance of doubt, each Revolving Lender under the Existing Credit Agreement that is not
a Revolving Lender under the Credit Agreement shall be replaced in accordance with the procedures set forth in the Existing Credit
Agreement, including Sections 2.23 and 10.06 thereof.



 


		4.	Restatement Effective Date Conditions. This Agreement will become effective on the date
(the “Restatement Effective Date”) on which each of the following conditions have been satisfied (or waived)
in accordance with the terms hereof:



 


		a.	the Administrative Agent shall have received counterparts of this Agreement executed by (i) the
Administrative Agent, (ii) Converting Lenders and New Lenders with Restatement Effective Date Term Commitments representing 100%
of the Restatement Effective Date Term Commitments, (iii) the Lenders with Restatement Effective Date Revolving Commitments representing
100% of the Restatement Effective Date Revolving Commitments and (iii) the Borrower and each other Loan Party;



 


		b.	the conditions set forth in Sections 3.01 and 3.02 of the Credit Agreement shall
have been satisfied (or waived) in accordance with the terms thereof;



 


		c.	the Administrative Agent and the Lenders shall have received all fees and other amounts due and
payable on or prior to the Restatement Effective Date, including, (i) all accrued and unpaid interest, fees and other amounts then
due and payable in respect of all Loans outstanding immediately prior to the effectiveness of this Amendment and (ii) to the extent
invoiced at least one (1) Business Day prior to the Restatement Effective Date, reimbursement or payment of all reasonable, out-of-pocket
expenses, including, without limitation, fees of legal counsel, required to be reimbursed or paid by the Borrower in connection
with this Agreement or under any other Loan Document;



 




 






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		d.	the representations and warranties of the Borrower and the other Loan Parties contained in Article V
of the Existing Credit Agreement and in any other Loan Document shall be (x) in the case of representations and warranties qualified
by “materiality,” “Material Adverse Effect” or similar language, true and correct in all respects on the
Restatement Effective Date and (y) in the case of all other representations and warranties, true and correct in all material respects,
in each case, on and as of the Restatement Effective Date, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct on the basis set forth above as of such earlier date;



 


		e.	no Default or Event of Default shall exist, or would result from the incurrence of the Restatement
Effective Date Term Loans and the consummation of the other transactions contemplated hereby, including from the application of
the proceeds therefrom;



 


		f.	the Lead Arrangers shall have received, at least three (3) Business Days prior to the Restatement
Effective Date and to the extent requested in advance of such three (3) Business Day period, all documentation and other information
required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations,
including the PATRIOT Act; and



 


		g.	the Administrative Agent shall have received (i) a Borrowing Notice in accordance with the requirements
of the Credit Agreement and (ii) a signed funds flow agreement in form and substance reasonably acceptable to it with respect to
the payment of all interest, fees and other amounts (including, if applicable, any outstanding principal amount of term loans of
lenders who have elected to retire the entire principal amount of their existing term loans and to be repaid in full in cash on
the Restatement Effective Date) to be made by the Administrative Agent in connection with the consummation of the transactions
contemplated hereby on the Restatement Effective Date.



 


For purposes of determining
compliance with the conditions specified in this Section 4, each Lender 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 the Lenders, unless an officer of the Administrative Agent responsible for the transactions contemplated by
this Agreement and the Loan Documents shall have received notice from such Lender prior to the Restatement Effective Date specifying
its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion
of the Restatement Effective Date Term Loans and/or the Restatement Effective Date Revolving Commitments, as applicable.


 


		5.	Representations and Warranties. By its execution of this Agreement, each Loan Party hereby
represents and warrants that as of the Restatement Effective Date:



 


		a.	(i) it has all requisite power and authority to enter into this Agreement and the Loan Documents
as modified hereby and carry out the transactions contemplated hereby and thereby and (ii) the execution, delivery and performance
of this Agreement and the Loan Documents as modified hereby have been duly authorized by all necessary action on the part of each
Loan Party that is a party thereto;



 




 






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		b.	this Agreement and each Loan Document modified hereby has been duly executed and delivered by each
Loan Party that is a party hereto and thereto and is the legally valid and binding obligation of such Loan Party, enforceable against
such Loan Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
and



 


		c.	the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan
Documents to which they are parties and the consummation of the transactions contemplated by the Loan Documents do not and will
not (a) violate (i) any provision of any law or any governmental rule or regulation applicable to any Loan Party or any of its
Subsidiaries, (ii) any of the Organizational Documents of any Loan Party or any of its Subsidiaries or (iii) any order, judgment
or decree of any court or other agency of government binding on any Loan Party or any of its Subsidiaries; (b) conflict with, result
in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of any Loan
Party or any of its Subsidiaries except to the extent such conflict, breach or default could not reasonably be expected to have
a Material Adverse Effect; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets
of any Loan Party or any of its Subsidiaries (other than any Liens created under any of the Loan Documents in favor of the Collateral
Agent on behalf of the Secured Parties); or (d) require any approval of stockholders, members or partners or any approval or consent
of any Person under any Contractual Obligation of any Loan Party or any of its Subsidiaries, except for such approvals or consents
which have been obtained on or before the Restatement Effective Date and disclosed in writing to the Lenders and except for any
such approvals or consents the failure of which to obtain will not have a Material Adverse Effect.



 


		6.	Prepayment Notice. The Participating Lenders (including, without limitation, the Fronting
Banks) party hereto, which constitute the Required Lenders, and the Administrative Agent hereby waive the requirement under Section
2.13(a)(ii) of the Credit Agreement to provide notice to the Administrative Agent not less than three (3) Business Days prior
to the prepayment of the Existing Term Loans to be made hereunder. It is understood and agreed that this Agreement shall serve
as the notice referred to in Section 2.13(a)(ii) of the Credit Agreement.



 


		7.	Joinder of New Subsidiaries.



 


		a.	Pursuant to Section 5.10 of the Credit Agreement, each of Diagnostic Village, LLC, a California
limited liability company, and Radar Medical Systems, L.L.C., a Michigan limited liability company (each a “New Subsidiary”)
hereby:



 


		i.	agrees that by the execution and delivery hereof, each New Subsidiary becomes a Loan Party and
a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof;



 


		ii.	represents and warrants that each of the representations and warranties set forth in the Credit
Agreement and each other Loan Document and applicable to the New Subsidiaries is true and correct in all material respects (provided,
that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation
or warranty is true and correct in all respects) both before and after giving effect to this Agreement, except to the extent that
any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true
and correct as of such earlier date;



 




 






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		iii.	no event has occurred or is continuing as of the date hereof, or will result from the transactions
contemplated hereby on the date hereof, that would constitute an Event of Default or a Default;



 


		iv.	agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all
Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand
or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy
Code, 11 U.S.C. § 362(a)) and in accordance with Article VII of the Credit Agreement; and



 


		v.	agrees that it will (i) comply with all the terms and conditions of the Pledge and Security Agreement
as if it were an original signatory thereto, (ii) deliver to Collateral Agent supplements to all schedules attached to the Pledge
and Security Agreement (for the avoidance of doubt, the schedules attached hereto as Exhibit B) and represents and warrants
that such delivered supplements accurately and completely set forth all additional information required to be provided pursuant
to the Pledge and Security Agreement and that such supplements shall constitute part of the schedules to the Pledge and Security
Agreement, and (iii) grant to Collateral Agent a security interest in all of each New Subsidiary’s right, title and interest
in and to all “Collateral” (as such term is defined in the Pledge and Security Agreement), in each case whether now
or hereafter existing or in which it now has or hereafter acquires an interest and wherever the same may be located. All such Collateral
shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Pledge
and Security Agreement.



 


		b.	Each New Subsidiary agrees from time to time, upon request of Administrative Agent, to take such
additional actions and to execute and deliver such additional documents and instruments as Administrative Agent may request to
effect the transactions contemplated by, and to carry out the intent of, this Section 7.



 


		8.	Reference to and Effect on Loan Documents; Reaffirmation of the Loan Parties.



 


		a.	On and after the effectiveness of this Agreement, each reference in the Credit Agreement and the
other Loan Documents to any of the Loan Documents, “this Agreement”, “hereunder”, “hereof’
or words of like import referring to any Loan Document shall mean and be a reference to the applicable Loan Document, as specifically
amended by this Agreement.





 






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		b.	Each Loan Party hereby consents to the amendment of the Credit Agreement and the Loan Documents
effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Agreement, each Loan Document to which
such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Agreement or in any
other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and
confirmed in all respects, in each case as amended by this Agreement. For greater certainty and without limiting the foregoing,
each Loan Party hereby confirms that the existing security interests granted by such Loan Party in favor of the Administrative
Agent for the benefit of the Secured Parties pursuant to the Loan Documents in the Collateral described therein shall continue
to secure the obligations of the Loan Parties under the Credit Agreement and the other Loan Documents as and to the extent provided
in the Loan Documents.



 


		c.	The execution, delivery and performance of this Agreement shall not constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of
the other Loan Documents.



 







		9.	Notice. For purposes of the Credit Agreement, the initial notice address of each New Lender
shall be as separately identified to the Administrative Agent.



 


		10.	New Lenders. Each New Lender (i) confirms that it has received a copy of the Credit Agreement
and the other Loan Documents and the exhibits thereto, together with copies of the financial statements referred to therein and
such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this
Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, any other Lender or agent
and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents (including, without
limitation, the Intercreditor Agreement) as are delegated to the Administrative Agent by the terms thereof, together with such
powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations
which by the terms of the Credit Agreement and the other Loan Documents (including, without limitation, the Intercreditor Agreement)
are required to be performed by it as a Lender, as the case may be.



 


		11.	Tax Forms. For each relevant New Lender, delivered herewith to the Administrative Agent
are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such New
Lender may be required to deliver to the Administrative Agent pursuant to Section 2.20(c) of the Credit Agreement.



 


		12.	Recordation. Upon execution and delivery hereof, the Administrative Agent will record the
Restatement Effective Date Term Loans made by each Participating Lender and the Restatement Effective Date Revolving Commitments
in the Register.



 


		13.	Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived
except as permitted by Section 10.05 of the Credit Agreement.



 


		14.	Entire Agreement. This Agreement, the commitment letter and fee letter among certain of
the parties hereto (or their affiliates) related to the transactions described herein, the Credit Agreement and the other Loan
Documents (including, without limitation, the Intercreditor Agreement Amendment) constitute the entire agreement among the parties
with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written
and verbal, among the parties or any of them with respect to the subject matter hereof. This Agreement shall not constitute a novation
of any amount owing under the Existing Credit Agreement and all amounts owing in respect of principal, interest, fees and other
amounts pursuant to the Existing Credit Agreement and the other Loan Documents shall, to the extent not paid or exchanged on or
prior to the Restatement Effective Date, continue to be owing under the Credit Agreement or such other Loan Documents until paid
in accordance therewith.



 


 






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		15.	GOVERNING LAW. THE PROVISIONS OF SECTION 10.14 OF THE EXISTING CREDIT AGREEMENT ARE HEREBY
INCORPORATED BY REFERENCE, MUTATIS MUTANDIS, AS IF ORIGINALLY MADE A PART HEREOF.



 


		16.	Severability. The provisions of Section 10.11 of the Existing Credit Agreement are hereby
incorporated by reference, mutatis mutandis, as if originally made a part hereof.



 


		17.	Counterparts. The provisions of Section 10.19 of the Existing Credit Agreement are hereby
incorporated by reference, mutatis mutandis, as if originally made a part hereof.



 


		18.	WAIVER OF JURY TRIAL; SUBMISSION TO JURISDICTION. THE PROVISIONS OF SECTIONS 10.15 AND 10.16
OF THE EXISTING CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE, MUTATIS MUTANDIS, AS IF ORIGINALLY MADE A PART HEREOF.



 


		19.	Loan Document. On and after the Restatement Effective Date, this Agreement shall constitute
a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents (it being understood that for
the avoidance of doubt this Agreement may be amended or waived solely by the parties hereto as set forth in Section 13 above).



 


 


[signature pages to follow]


 






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IN WITNESS WHEREOF, each of the undersigned
has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.


 


	 	RADNET, INC.
	 	By:      /s/ Howard G. Berger, M.D.
	 	Name: Howard G. Berger, M.D.
	 	Title: President
	 	 
	 	 
	 	RADNET MANAGEMENT, INC.
	 	By:       /s/ Howard G. Berger, M.D.
	 	Name: Howard G. Berger, M.D.
	 	Title: President


 


 


 


 


 


 





[Signature Page to Amendment No. 3]




 






    	 	 	 



     

    

 









 


	 	ADVANCED IMAGING PARTNERS, INC.


ADVANCED NA, LLC


ADVANCED RADIOLOGY, LLC


AMERICAN RADIOLOGY SERVICES LLC


AMERICAN RADIOLOGY SERVICES OF DELAWARE, INC.


BEVERLY RADIOLOGY MEDICAL GROUP, INC.


BREASTLINK MEDICAL GROUP, INC.


COMMUNITY IMAGING PARTNERS, INC.


DELAWARE IMAGING PARTNERS, INC.


DIAGNOSTIC IMAGING SERVICES, INC.


ERAD, INC.


FRI, INC.


FRI II, INC.


HEALTHCARE RHODE ISLAND LLC


IDE IMAGING PARTNERS, INC.


IMAGE MEDICAL CORPORATION


IMAGING ON CALL, LLC


MID ROCKLAND IMAGING PARTNERS, INC.


NEW JERSEY IMAGING PARTNERS, INC.


PACIFIC IMAGING PARTNERS, INC.


PRONET IMAGING MEDICAL GROUP, INC.


QUESTAR IMAGING, INC.


QUESTAR VICTORVILLE, INC.


RADIOLOGIX, INC.


RADIOLOGY ALLIANCE DELIVERY SYSTEM, LLC


RADIOLOGY AND NUCLEAR MEDICINE IMAGING PARTNERS, INC. 


RADNET MANAGED IMAGING SERVICES, INC.


RADNET MANAGEMENT I, INC.


RADNET MANAGEMENT II, INC.


RADNET SUB, INC.


RAVEN HOLDINGS U.S., INC.


ROLLING OAKS IMAGING CORPORATION


ROLLING OAKS RADIOLOGY, INC.


SOCAL MR SITE MANAGEMENT, INC.


TREASURE COAST IMAGING PARTNERS, INC.


VALLEY IMAGING PARTNERS, INC.





	 	  

	 	 
	 	By: /s/ Howard G. Berger, M.D.
	 	Name: Howard G. Berger, M.D.
	 	Title: President






 


 


[Signature Page to Amendment No. 3]


 






    	 	 	 



     

    

 





BEVERLY RADIOLOGY MEDICAL GROUP, III


 


By: Beverly Radiology Medical Group, Inc., its general
partner


 


By:/s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


By: Breastlink Medical Group, Inc., its general partner


 


By:/s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


By: ProNet Imaging Medical Group, Inc., its general
partner


 


By:/s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: Co-President


 


 


DIAGNOSTIC VILLAGE, LLC


 


By: RadNet Management, Inc., its manager


 


By:/s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


 


HEALTH DIAGNOSTICS OF NEW JERSEY, L.L.C.


 


By: New Jersey Imaging Partners, Inc.,
its sole member


 


By:/s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


 


RADAR MEDICAL SYSTEMS, L.L.C.


 


By: Image Medical Corporation, its manager


 


By:/s/ Howard G. Berger, M.D.


Name: Howard G. Berger, M.D.


Title: President


 


 


 


[Signature Page to Amendment No. 3]


 



    	 	 	 



     

    




 


Barclays
Bank PLC,

as Administrative Agent, Issuing Bank and Swing Line Lender


 


By:/s/ Ritam Bhalla


Name: Ritam Bhalla


Title: Director


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Amendment No. 3]


 






    	 	 	 



     

    

 


HEALTHCARE
FINANCIAL SOLUTIONS, llC,

as Revolving Lender


 


By:/s/ Scott Clark


Name: Scott Clark


Title: Duly Authorized Signatory


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Amendment No. 3]


 



    	 	 	 



     

    

 



SUNTRUST
Bank,

as Revolving Lender


 


By:/s/ Sheryl Squires Kerley


Name: Sheryl Squires Kerley


Title: Vice President


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to
Amendment No. 3]



 



    	 	 	 



     

    

 


CREDIT SUISSE
AG, CAYMAN ISLANDS BRANCH, 

as a Revolving Lender


 


By:/s/ Doreen Barr


Name: Doreen Barr


Title: Authorized Signatory


 


By:/s/ Karim Rahimtoola


Name: Karim Rahimtoola


Title: Authorized Signatory


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Amendment No. 3]


 



    	 	 	 



     

    

 


ROYAL BANK
OF CANADA, 

as a Revolving Lender



 


 


By:/s/ Steven T. Bachman


Name: Steven T. Bachman


Title: Authorized Signatory


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to
Amendment No. 3]



 



    	 	 	 



     

    

 



EXHIBIT A


Form of Participation Notice


 


 


Date: [__], 2016


Barclays Bank PLC,

as Administrative Agent (as defined in the Amendment)

745 Seventh Ave.


New York, NY 10019


Attention: Mathew Cybul


Telephone: 212-526-5851


Email: mathew.cybul@barclays.com


 


RadNet, Inc.

Participation Notice


Ladies and Gentlemen:


 


Reference is made to
Amendment No. 3 to Credit and Guaranty Agreement (the “Amendment”) which amends that certain Credit and Guaranty
Agreement, dated as of October 10, 2012 (as amended by the Amendment and as otherwise may be amended, restated, amended and restated,
supplemented or modified from time to time, the “Credit Agreement”), among RadNet Management, Inc. (“Borrower”),
RadNet, Inc. (“Holdings”), the Guarantors party thereto, the Lenders from time to time party thereto, and Barclays
Bank PLC, as administrative agent and collateral agent (in such capacity, the “Administrative Agent”). Unless
otherwise specified herein, capitalized terms used but not defined herein are used as defined in the Amendment.


 


By delivery of this Participation
Notice, each of the undersigned (each a “Signing Lender”), hereby irrevocably consents to the Amendment and
the amendment of the Credit Agreement contemplated thereby and (check as applicable):


 


For Existing Lenders:


 


		☐	Cashless Settlement Option. Hereby elects, upon the Restatement Effective
Date, to exchange the outstanding amount of Term Loans of such Signing Lender (or such lesser amount as may be allocated by the
Lead Arranger) for an equal outstanding amount of Restatement Effective Date Term Loans under the Credit Agreement.



 


		☐	Post-Closing Settlement Option. Hereby elects to have the outstanding
amount of Term Loans of such Signing Lender repaid or purchased and agrees to purchase, on or prior to the date that is 30 days
following the Restatement Effective Date, an equal amount of Restatement Effective Date Term Loans.



 


Exit Election:


 


		☐	Hereby elects to exit the Credit Agreement on the Restatement Effective Date,
be repaid in full its outstanding Term Loans on the Restatement Effective Date, and not participate in any Restatement Effective
Date Term Loans.



 


  Please complete:




 


			Undersigned’s Term Loan hold amount immediately prior to the Restatement
Effective Date: $ __________



 


 


 


Signature Page Follows


 






    	 	 	 



     

    

 


 



Very truly yours,


 


 


_______________________________________,


 


 


 


By:                                                                                                


         Name: 


         Title::


 


 


 


By: *                                                                                             


         Name: 


         Title::




 


 


 


 


 


 


 


 


 





 



* If a second signature is needed.


 


[Participation Notice - Signature Page]


 






    	 	 	 



     

    

 


Schedule I


 


Additional Term Loans:


 


	Lender	Amount
	Barclays Bank PLC	$ 356,079,554.57


 


Rollover Term Loans:


 


Each Converting Lender (including the Fronting
Banks with respect to Reallocated Term Loans, if any), shall be deemed to have a Restatement Effective Date Term Commitment in
an aggregate principal amount equal to the outstanding principal amount of Existing Term Loans or Reallocated Term Loans of such
Converting Lender that are exchanged for Restatement Effective Date Term Loans in accordance with this Agreement.




Restatement Effective Date Revolving Commitments: 


 


	Lender	Amount
	Barclays Bank PLC	$30,000,000
	Healthcare Financial Solutions, LLC	$27,500,000
	SunTrust Bank	$30,000,000
	Credit Suisse AG	$15,000,000
	Royal Bank of Canada	$15,000,000


 


 


 


 


 






    	 	 	 



     

    

 


EXHIBIT B


 


 


 


 


 


Pledge and Security Agreement Schedules


 


 


 


 



[Attached]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	 	 



     

    

 







SCHEDULE 5.1

TO PLEDGE AND SECURITY AGREEMENT


 


GENERAL INFORMATION


 


	(A)	Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole
Place of Business (or Residence if Grantor is a Natural Person) and Organizational Identification Number of each Grantor:



 


	Full Legal Name	Type of

 Organization	Jurisdiction of 

Organization	
        Chief Executive

        Office/Sole Place of Business (or Residence
        if Grantor is a Natural

 Person)
	Organization

 I.D.#
	Advanced Imaging Partners, Inc.	Corporation	Delaware	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	2798393
	Advanced NA, LLC	Limited liability company	Delaware	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	3722633
	Advanced Radiology, LLC	Limited liability company	Maryland	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	W03963170
	American Radiology Services LLC	Limited liability company	Delaware	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	2685136
	American Radiology Services of Delaware, Inc.	Corporation	Delaware	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	3836912
	Beverly Radiology Medical Group, III	General Partnership	California	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	N/A
	Beverly Radiology Medical Group, Inc.	Corporation	California	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	C1947686
	Breastlink Medical Group, Inc.	Corporation	California	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	C1728876
	Community Imaging Partners, Inc.	Corporation	Delaware	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	2842537
	Delaware Imaging Partners, Inc.	Corporation	Delaware	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	4454640



 


SCHEDULE 5.1-1






    	 		 



     

    

 


 


	Full Legal Name	Type of

 Organization	Jurisdiction of 

Organization	
        Chief Executive

        Office/Sole Place of Business (or Residence
        if Grantor is a Natural

 Person)
	Organization

 I.D.#
	Diagnostic Imaging Services, Inc.	Corporation	Delaware	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	2224668
	Diagnostic Village, LLC	Limited liability company	California	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	200122210028
	eRAD, Inc.	Corporation	Pennsylvania	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	2894654
	FRI II, Inc.	Corporation	California	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	C3045351
	FRI, Inc.	Corporation	California	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	C2888210
	Health Diagnostics of New Jersey, L.L.C.	Limited liability company	New Jersey	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	0600080390
	HealthCare Rhode Island LLC	Limited liability company	Delaware	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	4742024
	Ide Imaging Partners, Inc.	Corporation	Delaware	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	2798398
	Image Medical Corporation	Corporation	Delaware	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	2998110
	Imaging On Call, LLC	Limited liability company	New York	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	none
	Mid Rockland Imaging Partners, Inc.	Corporation	Delaware	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	2798400
	New Jersey Imaging Partners, Inc.	Corporation	New Jersey	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	0101000495
	Pacific Imaging Partners, Inc.	Corporation	California	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	C0890383
	Pronet Imaging Medical Group, Inc.	Corporation	California	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	C2011309
	Questar Imaging, Inc.	Corporation	Florida	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	P95000040325
	Questar Victorville, Inc.	Corporation	Florida	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	P99000048180
	Radar Medical Systems, L.L.C.	Limited Liability Company	Michigan	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	B8280R
	Radiologix, Inc.	Corporation	Delaware	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	2614667



 


SCHEDULE 5.1-2






    	 		 



     

    

 


	Full Legal Name	Type of

 Organization	Jurisdiction of 

Organization	
        Chief Executive

        Office/Sole Place of Business (or Residence
        if Grantor is a Natural

 Person)
	Organization

 I.D.#
	Radiology Alliance Delivery System, LLC	Limited liability company	Maryland	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	W03987682
	Radiology and Nuclear Medicine Imaging Partners, Inc.	Corporation	Delaware	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	2798402
	Radnet Managed Imaging Services, Inc.	Corporation	California	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	C1944989
	Radnet Management I, Inc.	Corporation	California	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	C2208360
	RadNet Management II, Inc.	Corporation	California	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	C2338247
	RadNet Management, Inc.	Corporation	California	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	C1820757
	RadNet Sub, Inc.	Corporation	California	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	C1873733
	RadNet, Inc.	Corporation	Delaware	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	4528434
	Raven Holdings U.S., Inc.	Corporation	Delaware	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	4477298
	Rolling Oaks Imaging Corporation	Corporation	California	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	C2753194
	Rolling Oaks Radiology, Inc.	Corporation	California	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	C1723555
	SoCal MR Site Management, Inc.	Corporation	California	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	C2235327
	Treasure Coast Imaging Partners, Inc.	Corporation	Delaware	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	2879119
	Valley Imaging Partners, Inc.	Corporation	California	
        1510 Cotner Ave.

        Los Angeles, CA 90025
	C0581621


 


	(B)	Other Names (including any Trade Name or Fictitious Business Name) under which each Grantor currently
conducts business:



 


	Full Legal Name 	Trade Name or Fictitious Business Name
	Beverly Radiology Medical Group, III	Alamo Advanced Imaging Center
	 	Anaheim Advanced Imaging
	 	Beverly Tower Wilshire Advanced Imaging Center
	 	Beverly Tower Women's Center



 


SCHEDULE 5.1-3






    	 		 



     

    

 


	Full Legal Name 	Trade Name or Fictitious Business Name
	 	Breastlink 
	 	The Breast Care and Imaging Center of  Orange County
	 	Breastlink of Temecula
	 	Burbank Imaging Center 
	 	Burbank Advanced Imaging Center
	 	Corona Advanced Imaging Center
	 	Desert Advanced Imaging 
	 	Breast Care Imaging Center of the Desert
	 	Elite Advanced Imaging
	 	The Encino Breast Care Center
	 	Grove Diagnostic Imaging
	 	HealthCare Imaging Medical Group
	 	La Mirada Imaging
	 	Lakewood Open MRI
	 	Lancaster Imaging Med Group
	 	Liberty Pacific Advanced Imaging
	 	Los Coyotes Imaging Center
	 	Main Street Imaging
	 	Northridge Diagnostic Center
	 	Orange Advanced Imaging Center
	 	Orange Imaging Medical Center
	 	Pacific Imaging Center
	 	Rancho Mirage Interventional Radiology and Imaging Center
	 	Redlands Advanced Imaging
	 	Redondo Imaging Center
	 	Rolling Oaks Radiology Camarillo
	 	Rolling Oaks Radiology Women's Center
	 	Rolling Oaks Radiology Oxnard
	 	Rolling Oaks Imaging Center
	 	San Bernardino Advanced Imaging Center
	 	San Fernando Valley Advanced Imaging Center
	 	San Fernando Valley Interventional Radiology and Imaging Center
	 	San Jacinto Imaging
	 	Santa Clarita Imaging 
	 	Simi Valley Advanced Medical Imaging
	 	Temecula Valley Advanced Imaging 
	 	Temecula Valley Imaging Center
	 	The Breast Care Center of Temecula Valley
	 	Thousand Oaks MDI 
	 	Ventura Coast Imaging Center & VCIC Women's Center
	 	Victor Valley Advanced Imaging
	 	Westlake X-RAY
	 	Diagnostic Radiological Imaging Medical Group
	 	Emeryville Advanced Imaging Center



 


SCHEDULE 5.1-4






    	 		 



     

    

 


	Full Legal Name 	Trade Name or Fictitious Business Name
	 	Fresno Imaging Center
	 	Modesto Advanced Imaging Center
	 	NorCal Imaging - Concord 
	 	NorCal Imaging - Fremont
	 	NorCal Imaging - Oakland
	 	NorCal Imaging - Pleasanton
	 	NorCal Imaging - San Leandro
	 	NorCal Imaging - Walnut Creek
	 	NorCal Imaging/Berkeley X-Ray
	 	Pittsburg Open MRI
	 	RadNet Medical Imaging - San Francisco
	 	Santa Rosa Imaging Med Center
	 	Stockton Diagnostic Imaging
	 	Vacaville Imaging
	 	Vallejo Open MRI


 


	(C)	Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business
(or Principal Residence if Grantor is a Natural Person) and Corporate Structure within past five (5) years:



 


	Grantor	Date of Change	Description of Change
	HealthCare Rhode Island LLC	1/11/12	Changed name from “CML HealthCare Rhode Island LLC” to “HealthCare Rhode Island LLC”
	Raven Holdings U.S., Inc.	11/7/11	Changed address of Chief Executive Office from 1838 Greene Tree Road, Suite 450, Baltimore, MD 21208 to 1510 Cotner Ave., Los Angeles, CA 90025
	HealthCare Rhode Island LLC	11/7/11	Changed address of Chief Executive Office from 250 Toll Gate Road, Warwick RI 02886 to 1510 Cotner Ave., Los Angeles, CA 90025
	American Radiology Services LLC	11/7/11	Changed address of Chief Executive Office from 1838 Greene Tree Road, Suite 450, Baltimore, MD 21208 to 1510 Cotner Ave., Los Angeles, CA 90025
	American Radiology Services of Delaware, Inc.	11/7/11	Changed address of Chief Executive Office from 1838 Greene Tree Road, Suite 450, Baltimore, MD 21208 to 1510 Cotner Ave., Los Angeles, CA 90025
	Radiology Alliance Delivery System, LLC	11/7/11	Changed address of Chief Executive Office from 1838 Greene Tree Road, Suite 450, Baltimore, MD 21208 to 1510 Cotner Ave., Los Angeles, CA 90025
	Diagnostic Village	April 2014	Changed address of Chief Executive Office from 4223 Glencoe Av., Marina Del Rey, CA 90292 to 1510 Cotner Ave., Los Angeles, CA 90025
	Radar Medical Systems, L.L.C.	August 2014	Changed address of Chief Executive Office from 1531 E. Higgins Lake Drive, Roscommon, MI 48653 to 1510 Cotner Ave., Los Angeles, CA 90025


 


	(D)	Agreements pursuant to which any Grantor is bound as debtor within past five (5) years:



 


The Pledge and Security Agreement entered into in favor of the Second Lien Agent to secure the indebtedness evidenced by the Second Lien Credit Agreement. See Schedules 6.01 and 6.02 to Credit and Guaranty Agreement.


 


SCHEDULE 5.1-5



    	 		 



     

    

   



SCHEDULE 5.2

TO PLEDGE AND SECURITY AGREEMENT


 


COLLATERAL IDENTIFICATION


 


I. INVESTMENT RELATED PROPERTY


 


	(A)	Pledged Stock:



 


	Grantor	Stock Issuer	Class of Stock	Certificated (Y/N)	Stock Certificate No.	Par Value	No. of Pledged Stock	Percentage of Outstanding Stock of the Stock Issuer
	RadNet, Inc.	RadNet Management, Inc.	Common	Y	2	.01	1,000	100%
	RadNet Management, Inc.	Diagnostic Imaging Services, Inc.	Common	Y	002	.0001	5,732	100%
	RadNet Management, Inc.	SoCal MR Site Management, Inc.	Common	Y	1	.01	10,000	100%
	RadNet Management, Inc.	Radnet Management I, Inc.	Common	Y	1	 N/A	10,000	100%
	RadNet Management, Inc.	RadNet Management II, Inc.	Common	Y	1	 N/A	10,000	100%
	RadNet Management, Inc.	Radnet Managed Imaging Services, Inc.	Common	Y	1	 N/A	1,000	100%
	RadNet Management, Inc.	FRI, Inc.	Common	Y	1	 N/A	10,000	100%
	RadNet Management, Inc.	FRI II, Inc.	Common	Y	1	 N/A	10,000	100%
	RadNet Management, Inc.	RadNet Sub, Inc.	Common	Y	1	 N/A	1,000	100%
	RadNet Management, Inc.	Delaware Imaging Partners, Inc.	Common	Y	1	.0001	100	100%
	RadNet Management, Inc.	New Jersey Imaging Partners, Inc.	Common	Y	1	N/A	100	100%
	RadNet Management, Inc.	Rolling Oaks Imaging Corporation	Common	Y	A-1	N/A	9,000	100%
	RadNet Management, Inc.	Rolling Oaks Radiology, Inc.	
        Common
	
        Y
	A-1	N/A	12,996	100%
	RadNet Management, Inc.	Radiologix, Inc.	Common	Y	1	.01	100	100%



 


SCHEDULE 5.2-1






    	 		 



     

    

 


	Grantor	Stock Issuer	Class of Stock	Certificated (Y/N)	Stock Certificate No.	Par Value	No. of Pledged Stock	Percentage of Outstanding Stock of the Stock Issuer
	Radiologix, Inc.	Advanced Imaging Partners, Inc.	Common	Y	C-2	.001	100	100%
	Radiologix, Inc.	Ide Imaging Partners, Inc.	Common	Y	C-2	.001	100	100%
	Radiologix, Inc.	Mid Rockland Imaging Partners, Inc.	Common	Y	C-2	.001	100	100%
	Radiologix, Inc.	Pacific Imaging Partners, Inc.	Common	Y	C-2	N/A	100	100%
	Radiologix, Inc.	Questar Imaging, Inc.	
        Common
	
        Y
	4	1.00	3,000	100%
	Radiologix, Inc.	Treasure Coast Imaging Partners, Inc.	Common	Y	2	.001	100	100%
	Radiologix, Inc.	Community Imaging Partners, Inc.	Common	Y	3	.001	100	100%
	Radiologix, Inc.	Radiology and Nuclear Medicine Imaging Partners, Inc.	Common	Y	C-2	.001	100	100%
	Radiologix, Inc.	Valley Imaging Partners, Inc.	Common	Y	C-2	N/A	100	100%
	Questar Imaging, Inc.	Questar Victorville, Inc.	Common	Y	1	1.00	100	100%
	RadNet Managed Imaging Services, Inc.	Image Medical Corporation	Common	Y	1	N/A	100	100%
	Image Medical Corporation	eRAD, Inc.	Common	Y	1	.001	100	100%
	RadNet Management, Inc.	Raven Holdings U.S., Inc.	Common	Y	CA-7	.01	8,061	100%
	American Radiology Services LLC	American Radiology Services of Delaware, Inc.	Common	Y	2	.01	1	100%
	New Jersey Imaging Partners, Inc.	Integrated Health Network, Inc.[1]

	Common	N	Uncertificated	N/A	100	100%



 

				[1]	Integrated Health Network is in the process of being dissolved.


 


SCHEDULE 5.2-2


    	 		 



     

    


 

Pledged LLC Interests:

 


	
        Grantor
	
        Limited Liability Company
	
        Certificated (Y/N)
	
        Certificate No. (if any)
	
        No. of Pledged Units
	Percentage of Outstanding LLC Interests of the Limited Liability Company
	Advanced Imaging Partners, Inc.	Advanced NA, LLC	N	Uncertificated	N/A	100%
	Advanced Imaging Partners, Inc.	Advanced Radiology, LLC	N	Uncertificated	N/A	100%
	Raven Holdings U.S., Inc.	HealthCare Rhode Island LLC	Y	3	100	100%
	Raven Holdings U.S., Inc.	American Radiology Services LLC	Y	2	100	100%
	American Radiology Services LLC 	Radiology Alliance Delivery System LLC	N	Uncertificated	N/A	100%
	New Jersey Imaging Partners, Inc.	Health Diagnostics of New Jersey, L.L.C.	N	Uncertificated	N/A	100%
	RadNet Management, Inc.	Imaging On Call, LLC	N	Uncertificated	N/A	100%
	Image Medical Corporation	Radar Medical Systems, L.L.C.	N	Uncertificated	N/A	100%
	Radnet Management, Inc.	Diagnostic Village, LLC	N	Uncertificated	N/A	100%


 


Pledged Partnership Interests:


 


	
        Grantor
	
        Partnership
	Type of Partnership Interests (e.g., general or limited)	
        Certificated (Y/N)
	
        Certificate No.

        (if any)
	Percentage of Outstanding Partnership Interests of the Partnership
	None.	 	 	 	 	 


 


Trust Interests or other Equity Interests not listed above:


 


	
        Grantor
	
        Trust
	
        Class of Trust Interests
	
        Certificated (Y/N)
	
        Certificate No.

        (if any)
	Percentage of Outstanding Trust Interests of the Trust
	
        None.
					


 


SCHEDULE 5.2-3






    	 		 



     

    

 





Pledged Debt:


 


	
        Grantor
	
        Issuer
	Original Principal Amount	Outstanding Principal Balance	
        Issue Date
	
        Maturity Date

	
        None.
					


 


 


Securities Account:


 


	
        Grantor
	Share of Securities Intermediary	
        Account Number
	
        Account Name

	
        None.
			


 


 


SCHEDULE 5.2-4






    	 	 	 



     


    

 


Deposit Accounts:


 


	
        Grantor
	
        Name of Depositary Bank
	
        Account Number
	
        Account Name

	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*
	*	*	*	*


 


*Confidential treatment has been requested with respect to
these line items of this Schedule 5.2, which has been filed separately with the Securities and Exchange Commission.




 


 


SCHEDULE 5.2-5






    	 	 	 



     


    




 


Commodity Contracts and Commodity Accounts:


 


	
        Grantor
	Name of Commodity Intermediary	
        Account Number
	
        Account Name

	
        None.
			


 


II. INTELLECTUAL PROPERTY


 


	(A)	Copyrights
	 	 



	
        Grantor
	
        Jurisdiction
	Title of Work	Registration Number (if any)	
        Registration Date (if any)

	Diagnostic Imaging Services, Inc. (M R I Division)	United States of America	
        Tarzana M R I Center.
	VA0000349341	05/10/1989
	American Radiology Services LLC	United States of America	"Invisible Ray" image.	VA0001081401	01/23/2001


 


*Confidential
treatment has been requested with respect to this portion of Schedule 5.2-4, which has been filed separately with the Securities
and Exchange Commission.


 


SCHEDULE 5.2-6






    	 		 



     

    

 


	(B)	Copyright Licenses
	 	 



	
        Grantor
	Description of Copyright License	Registration Number (if any) of underlying Copyright	
        Name of Licensor

	
        None.
			


 


	(C)	Patents


 


	
        Grantor
	
        Jurisdiction
	Title of Patent	Patent Number/(Application Number)	
        Issue Date/(Filing Date)

	
        None.
	 			



 


	(D)	Patent Licenses


 


	
        Grantor
	Description of Patent License	
        Patent Number of underlying Patent
	
        Name of Licensor

	
        None.
			



 

	(E)	Trademarks


 


	
        Grantor
	
        Jurisdiction
	Trademark	Registration Number/(Serial Number)	
        Registration Date/(Filing Date)

	RadNet, Inc.	United States of America	RADNET	2,639,209	10/22/2002
	RadNet, Inc.	United States of America	(design with bar, bands or lines; circle figures or designs including semi-cirles and incomplete circles)	3,337,802	11/20/2007
	RadNet, Inc.	United States of America	A PREMIER NETWORK OF CENTERS PROVIDING DIAGNOSTIC RADIOLOGY AND IMAGING SERVICES	3,411,061	04/08//2008
	RadNet, Inc.	United States of America	RADNET,inc. (with design)	3,296,186	9/25/2007
	eRAD, Inc.	United States of America	eRAD 	
        2,711,656
	04/29/2003 
	eRAD, Inc.	United States of America	ERAD 	3,963,892	05/24/2011 
	Breastlink Medical Group, Inc.	United States of America	Breastlink	4,382,761	08/13/2013
	American Radiology Services LLC	United States of America	A American Radiology Services, Inc.	3,356,141	12/18/2007
	American Radiology Services LLC	United States of America	ARS	2,467,830	07/10/2001
	Radar Medical Systems, L.L.C.	United States of America	RADAR	3,667,826	08/11/2009
	RadNet Management, Inc.	United States of America	One Center. One Focus. One Team.	4,956,898	05/10/2016



 


SCHEDULE 5.2-7



    	 		 



     

    

 


	
        Grantor
	
        Jurisdiction
	Trademark	Registration Number/(Serial Number)	
        Registration Date/(Filing Date)

	RadNet Management, Inc.	United States of America	INTEGRATED CANCER INSTITUTE (stylized and/or with design)	86/587786	04/06/2015
	RadNet Management, Inc.	United States of America	(design only)	86/587,821	04/06/2015
	RadNet, Inc.	United States of America	RadNet MANAGEMENT (stylized and/or with design)	87/033073	05/11/2016
	RadNet, Inc.	United States of America	RadNet MANAGEMENT (stylized and/or with design)	87/033026	05/11/2016



 

	(F)	Trademark Licenses


 


	
        Grantor
	Description of Trademark License	Registration Number of underlying Trademark	
        Name of Licensor

	
        None.
			



 


 

III.
COMMERCIAL TORT CLAIMS

 


	Grantor	Commercial Tort Claims
	None.	 


 


 


IV. LETTER OF CREDIT RIGHTS


 


	Grantor	Description of Letters of Credit
	None.	 


 


 


V. WAREHOUSEMAN, BAILEES AND OTHER THIRD PARTIES IN POSSESSION
OF COLLATERAL


 


	Grantor	Description of Property	Name and Address of Third Party
	None.	 	 


 


SCHEDULE 5.2-8





    	 		 



     

    




 


SCHEDULE 5.4 TO


PLEDGE AND SECURITY AGREEMENT


 


FINANCING
STATEMENTS:


 


	Grantor	Filing Jurisdiction(s)
	Advanced Imaging Partners, Inc.	Delaware
	Advanced NA, LLC	Delaware
	Advanced Radiology, LLC	Maryland
	American Radiology Services LLC	Delaware
	American Radiology Services of Delaware, Inc.	Delaware
	Beverly Radiology Medical Group, III	California
	Beverly Radiology Medical Group, Inc.	California
	Breastlink Medical Group, Inc.	California
	Community Imaging Partners, Inc.	Delaware
	Delaware Imaging Partners, Inc.	Delaware
	Diagnostic Imaging Services, Inc.	Delaware
	Diagnostic Village, LLC	California
	eRAD, Inc.	Pennsylvania
	FRI II, Inc.	California
	FRI, Inc.	California
	Health Diagnostics of New Jersey, L.L.C.	New Jersey
	HealthCare Rhode Island LLC	Delaware
	Ide Imaging Partners, Inc.	Delaware
	Image Medical Corporation	Delaware
	Imaging On Call, LLC	New York
	Mid Rockland Imaging Partners, Inc.	Delaware
	New Jersey Imaging Partners, Inc.	New Jersey
	Pacific Imaging Partners, Inc.	California
	Pronet Imaging Medical Group, Inc.	California
	Questar Imaging, Inc.	Florida
	Questar Victorville, Inc.	Florida
	Radar Medical Systems, L.L.C.	Michigan
	Radiologix, Inc.	Delaware
	Radiology Alliance Delivery System, LLC	Maryland
	Radiology and Nuclear Medicine Imaging Partners, Inc.	Delaware
	Radnet Managed Imaging Services, Inc.	California
	Radnet Management I, Inc.	California
	RadNet Management II, Inc.	California
	RadNet Management, Inc.	California
	RadNet Sub, Inc.	California
	RadNet, Inc.	Delaware
	Raven Holdings U.S., Inc.	Delaware
	Rolling Oaks Imaging Corporation	California
	Rolling Oaks Radiology, Inc.	California
	SoCal MR Site Management, Inc.	California
	Treasure Coast Imaging Partners, Inc.	Delaware
	Valley Imaging Partners, Inc.	California





























 


SCHEDULE 5.4-1






    	 		 



     

    

 




 


 


ANNEX I


 


 


[See attached]


 


 


 


 


 


 


 


 






    	 	 	 



     

    

 


AMENDED
AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT



dated as of October 10July
1, 20122016



As amended by the First Amendment dated as of April 3, 2013



As amended by the Second Amendment dated as of March 25, 2014

among



RADNET MANAGEMENT, INC., 

as Borrower,



RADNET, INC.,



CERTAIN SUBSIDIARIES AND AFFILIATES OF RADNET MANAGEMENT, INC.,

as Guarantors,



The Several Lenders from Time to Time Parties Hereto, 



BARCLAYS BANK PLC,

CAPITAL ONE, NATIONAL ASSOCIATION,

GE CAPITAL MARKETSSUNTRUST
ROBINSON HUMPHREY, INC.,

CREDIT SUISSE SECURITIES (USA) LLC

and

RBC CAPITAL MARKETS,



and



DEUTSCHE BANK SECURITIES INC.,

as Joint Bookrunners and Joint Lead Arrangers,



CAPITAL ONE, NATIONAL ASSOCIATION and SUNTRUST BANK, 

as Co-Syndication Agents,



and



CREDIT SUISSE SECURITIES (USA) LLC and ROYAL BANK OF CANADA, 

as Joint Bookrunner



GENERAL ELECTRIC CAPITAL CORPORATION, 

as Syndication Agent,





RBC CAPITAL MARKETS,



and



DEUTSCHE BANK SECURITIES INC., 

as Co-Documentation Agents



and



BARCLAYS BANK PLC,

as Administrative Agent and Collateral Agent


__________________________________________________________



$516,575,000602,500,000
Senior Secured Credit Facilities

__________________________________________________________


 






    	 	 	 



     

    

 







Table
of Contents







 


	 	Page





	Article I. DEFINITIONS AND INTERPRETATION	2
	 	Section 1.01	Definitions	2
	 	Section 1.02	Accounting Terms	3948
	 	Section 1.03	Interpretation, Etc	3949
	 	Section 1.04	Limited Condition Acquisitions	49
	 	Section 1.05	Cashless Rollovers	50
	 	 	 	 
	Article II. LOANS AND LETTERS OF CREDIT	4050
	 	Section 2.01	Term Loans.	4050
	 	Section 2.02	Revolving Loans.	4051
	 	Section 2.03	Swing Line Loans.	4152
	 	Section 2.04	Issuance of Letters of Credit and Purchase of Participations Therein.	4454
	 	Section 2.05	Pro Rata Shares; Availability of Funds.	4858
	 	Section 2.06	Use of Proceeds	4959
	 	Section 2.07	Evidence of Debt; Register; Notes.	4960
	 	Section 2.08	Interest on Loans.	5060
	 	Section 2.09	Conversion/Continuation.	5263
	 	Section 2.10	Default Interest	5363
	 	Section 2.11	Fees	5364
	 	Section 2.12	Scheduled Payments/Commitment Reductions.	5465
	 	Section 2.13	Voluntary Prepayments/Commitment Reductions.	5566
	 	Section 2.14	Mandatory Prepayments/Commitment Reductions.	5869
	 	Section 2.15	Application of Prepayments/Reductions.	6071
	 	Section 2.16	General Provisions Regarding Payments and Prepayments.	6172
	 	Section 2.17	Ratable Sharing	6273
	 	Section 2.18	Making or Maintaining Eurodollar Rate Loans; Inability to Determine Applicable Interest Rate	6274
	 	Section 2.19	Increased Costs; Capital Adequacy.	6476
	 	Section 2.20	Taxes; Withholding, Etc.	6577
	 	Section 2.21	Obligation to Mitigate	6880
	 	Section 2.22	Defaulting Lenders	6980
	 	Section 2.23	Removal or Replacement of a Lender	6981
	 	Section 2.24	Incremental Facilities.	7182
	 	Section 2.25	Extensions of Term Loans
    and Revolving Commitments.	84
	 	 
	Article III. CONDITIONS PRECEDENT	7488
	 	Section 3.01	ClosingRestatement
    Effective Date	7488
	 	Section 3.02	Conditions to Each Credit Extension.	7791



  
  


    	 	 	 



     

    


	  
	 
	Article IV. REPRESENTATIONS AND WARRANTIES	7892
	 	Section 4.01	Organization; Requisite Power and Authority; Qualification	7892
	 	Section 4.02	Equity Interests and Ownership	7893
	 	Section 4.03	Due Authorization	7893
	 	Section 4.04	No Conflict	7893
	 	Section 4.05	Governmental Consents	7993
	 	Section 4.06	Binding Obligation	7994
	 	Section 4.07	Historical Financial Statements	7994
	 	Section 4.08	Projections	7994
	 	Section 4.09	No Material Adverse ChangeEffect	7994
	 	Section 4.10	Certain Fees	8094
	 	Section 4.11	Adverse Proceedings, Etc	8094
	 	Section 4.12	Payment of Taxes	8094
	 	Section 4.13	Properties.	8095
	 	Section 4.14	Environmental Matters	8095
	 	Section 4.15	No Defaults	8196
	 	Section 4.16	Material Contracts	8196
	 	Section 4.17	Governmental Regulation	8196
	 	Section 4.18	Margin Stock	8196
	 	Section 4.19	Employee Matters	8196
	 	Section 4.20	Employee Benefit Plans	8296
	 	Section 4.21	Solvency	8297
	 	Section 4.22	Compliance with Statutes, Etc	8297
	 	Section 4.23	Disclosure	8397
	 	Section 4.24	PATRIOT Act Sanctions;
    Anti-Corruption.	8398
	 	Section 4.25	Intellectual Property	8398
	 	Section 4.26	Health Care Matters.	8398
	 	Section 4.27	Senior Debt	101
	 	 	 	 
	Article V. AFFIRMATIVE COVENANTS	86101
	 	Section 5.01	Financial Statements and Other Reports	86102
	 	Section 5.02	Existence	90105
	 	Section 5.03	Payment of Taxes and Claims	90105
	 	Section 5.04	Maintenance of Properties	90105
	 	Section 5.05	Insurance	90105
	 	Section 5.06	Books and Records; Inspections	91106
	 	Section 5.07	Lenders’ Meetings	91106
	 	Section 5.08	Compliance with Contractual Obligations and Laws	91106
	 	Section 5.09	Environmental Compliance	91106
	 	Section 5.10	Subsidiaries	91106
	 	Section 5.11	Additional Material Real Estate Assets	92107
	 	Section 5.12	Additional Collateral	92107
	 	Section 5.13	Further Assurances	92108
	 	Section 5.14	Control Accounts; Approved Deposit Accounts	93108
	 	Section 5.15	Maintenance of Ratings	93108
	 	Section 5.16	Compliance with Healthcare Laws	93109
	 	Section 5.17	Compliance with Anti-Terrorism
    and Anti-Corruption Laws	109
	 	Section 5.175.18	Post-Closing Undertakings	94110
	 	 	 	 



 






    	 	 	 



     

    

 


	Article VI. NEGATIVE COVENANTS	94110
	 	Section 6.01	Indebtedness	94110
	 	Section 6.02	Liens	96112
	 	Section 6.03	No Further Negative Pledges	98113
	 	Section 6.04	Restricted Junior Payments	98114
	 	Section 6.05	Restrictions on Subsidiary Distributions	99115
	 	Section 6.06	Investments	99115
	 	Section 6.07	Financial Covenants.	100116
	 	Section 6.08	Fundamental Changes; Disposition of Assets; Acquisitions	101117
	 	Section 6.09	Disposal of Subsidiary Interests	102118
	 	Section 6.10	Sales and Lease-Backs	102118
	 	Section 6.11	Transactions with Shareholders and Affiliates	103119
	 	Section 6.12	Conduct of Business	103119
	 	Section 6.13	Permitted Activities of Holdings	103119
	 	Section 6.14	Amendments or Waivers of Organizational Documents, Material Contracts and Certain Indebtedness	103119
	 	Section 6.15	Fiscal Year	104120
	 	Section 6.16	Use of Proceeds Not in Violation
    of Sanctions or Anti-Corruption Laws	120
	 	 	 	 
	Article VII. GUARANTY	104120
	 	Section 7.01	Guaranty of the Obligations	104120
	 	Section 7.02	Contribution by Guarantors	104120
	 	Section 7.03	Payment by Guarantors	105121
	 	Section 7.04	Liability of Guarantors Absolute	105121
	 	Section 7.05	Waivers by Guarantors	107123
	 	Section 7.06	Guarantors’ Rights of Subrogation, Contribution, Etc	108123
	 	Section 7.07	Subordination of Other Obligations	109124
	 	Section 7.08	Continuing Guaranty	109124
	 	Section 7.09	Authority of Guarantors or the Borrower	109124
	 	Section 7.10	Financial Condition of the Borrower	109124
	 	Section 7.11	Bankruptcy, Etc.	109124
	 	Section 7.12	Discharge of Guaranty Upon Sale of Guarantor	110125
	 	Section 7.13	Keepwell	110125
	 	 	 	 
	Article VIII. EVENTS OF DEFAULT	111126
	 	Section 8.01	Events of Default	111126
	 	 	 	 
	Article IX. AGENTS	114129
	 	Section 9.01	Appointment of Agents	114129
	 	Section 9.02	Powers and Duties	115130
	 	Section 9.03	General Immunity.	115130
	 	Section 9.04	Agents Entitled to Act as Lender	117132
	 	Section 9.05	Lenders’ Representations, Warranties and Acknowledgment	117132
	 	Section 9.06	Right to Indemnity	118133
	 	Section 9.07	Successor Administrative Agent, Collateral Agent and Swing Line Lender	118133
	 	Section 9.08	Security Documents and Guaranty.	120134
	 	Section 9.09	Withholding Taxes	121136
	 	Section 9.10	Administrative Agent May File Proofs of Claim	122136
	 	 	 	 



 






    	 	 	 



     

    

 


	Article X. MISCELLANEOUS	122136
	 	Section 10.01	Notices	122136
	 	Section 10.02	Expenses	124138
	 	Section 10.03	Indemnity.	125139
	 	Section 10.04	Set-Off	126140
	 	Section 10.05	Amendments and Waivers.	126140
	 	Section 10.06	Successors and Assigns; Participations.	129143
	 	Section 10.07	Independence of Covenants, Etc	133147
	 	Section 10.08	Survival of Representations, Warranties and Agreements	133147
	 	Section 10.09	No Waiver; Remedies Cumulative	133147
	 	Section 10.10	Marshalling; Payments Set Aside	133147
	 	Section 10.11	Severability	133148
	 	Section 10.12	Obligations Several; Independent Nature of Lenders’ Rights	134148
	 	Section 10.13	Table of Contents and Headings	134148
	 	Section 10.14	APPLICABLE LAW	134148
	 	Section 10.15	CONSENT TO JURISDICTION	134149
	 	Section 10.16	WAIVER OF JURY TRIAL	135149
	 	Section 10.17	Confidentiality	135150
	 	Section 10.18	Usury Savings Clause	137151
	 	Section 10.19	Counterparts	137151
	 	Section 10.20	Effectiveness; Entire Agreement; No Third Party Beneficiaries	137151
	 	Section 10.21	PATRIOT Act	138152
	 	Section 10.22	Electronic Execution of Assignments	138152
	 	Section 10.23	No Fiduciary Duty	138152
	 	Section 10.24	Effect of Amendment and Restatement of the Existing Credit
    Agreement: No Novation	153
	 	Section 10.25	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	153



 


 


 


 



    	 	 	 



     

    




 





	SCHEDULES:



	 	 
	 	1.01(a)	Tranche BRestatement Effective Date Term Loan Commitments
	 	1.01(b)	Revolving Commitments
	 	1.01(c)	Notice Addresses
	 	1.01(d)	Existing Letters of Credit
	 	4.01	Jurisdictions of Organization and Qualification
	 	4.02	Equity Interests and Ownership
	 	4.26	Compliance with Health Care Laws and Permits
	 	5.11	Actions with Respect to Additional Material Real Estate Assets
	 	5.175.18	Post-Closing Undertakings
	 	6.01	Certain Indebtedness
	 	6.02	Certain Liens
	 	6.06	Certain Investments
	 	 	 
	 	 	 
	EXHIBITS:



	 	 
	 	A-1	Borrowing Notice
	 	A-2	Conversion/Continuation Notice
	 	A-3	Issuance Notice
	 	B-1	Tranche BRestatement Effective Date Term Loan Note
	 	B-2	Revolving Loan Note
	 	B-3	Swing Line Note
	 	B-4	Incremental Term Loan Note
	 	C	Compliance Certificate
	 	D-1	Opinion of Sheppard, Mullin, Richter & Hampton
	 	D-2	Opinion of Jeff Linden
	 	E	Assignment Agreement
	 	FF-1	Certificate re Non-Bank Status
	 	F-2	Certificate re Non-Bank Status
	 	F-3	Certificate re Non-Bank Status
	 	F-4	Certificate re Non-Bank Status
	 	G-1	Closing DateOfficer’s Certificate
	 	G-2	Solvency Certificate
	 	H	Counterpart Agreement
	 	I	Pledge and Security Agreement
	 	J	Intercompany Note
	 	K	Joinder Agreement









 






    	 	 	 



     

    

 


AMENDED
AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT


 


This AMENDED
AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of October 10July
1, 20122016,
is entered into by and among RADNET MANAGEMENT, INC., a California corporation (the “Borrower”), RADNET, INC.,
a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES and AFFILIATES OF THE BORROWER, as Guarantors, the
Lenders party hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”),
as syndication agent (the “Syndication Agent”), RBC CAPITAL MARKETS1 and
DEUTSCHE BANK SECURITIES INC. (“DBSI”), as co- documentationCapital
One, National Association (“CONA”) and SunTrust
Bank (“SunTrust Bank”), as co-syndication agents (together, the “Co-Syndication Agents”), Credit
Suisse Securities (USA) LLC (“CS Securities”) and Royal Bank of Canada
(“Royal Bank”), as co-documentation agents (together, the “Co-Documentation Agents”)
and BARCLAYS BANK PLC (“Barclays”), as Administrative Agent (together with its permitted successors in such
capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such
capacity, the “Collateral Agent”).


 


RECITALS:


 


WHEREAS, capitalized
terms used in these Recitals have the respective meanings set forth for such terms in Section 1.11.01
hereof;


 


WHEREAS, the
Lenders have pursuant to that certain Credit and Guaranty
Agreement, dated as of October 10, 2012 (as amended, restated,
amended and restated, supplemented or modified from time to time prior
to the Restatement Effective Date, the “Existing Credit Agreement”), the Lenders (as defined in the Existing Credit
Agreement, the “Existing Lenders”) agreed to extend certain credit facilities to the Borrower in an aggregate
principal amount not to exceedof
$516,575,000, consisting of $385,325,000 aggregate principal amount of Tranche B Term Loans (as
defined in the Existing Credit Agreement) and $101,250,000 aggregate principal amount of Revolving Commitments,
and $30,000,000 (as defined in the Existing Credit Agreement),
and $105,000,000 aggregate principal amount of Incremental Term Loan Commitments
(as defined in the Existing Credit Agreement), the proceeds of which shall bewere
used to repay certain existing Indebtedness of the Borrower and its Subsidiaries
on the Original Closing Date, pay expenses related thereto and to provide funds for other general corporate purposes
of the Borrower and its Subsidiaries;


 


WHEREAS,
the Borrower has requested (a) term loan commitments in an aggregate principal amount of $485,000,000 (the “Restatement
Effective Date Term Loan Commitments”), the Loans in respect of which (the “Restatement Effective Date Term Loans”)
will be available to the Borrower on the Restatement Effective Date, (b) revolving commitments in an aggregate principal amount
of $117,500,000 (the “Restatement Effective Date Revolving Commitments”) and (c) certain other modifications to the
Existing Credit Agreement, in each case as more particularly set forth in Amendment No. 3;


 


 


 






		1	RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada
and its affiliates.



 


 



    	 	1	 



     

    

 


WHEREAS,
certain Existing Lenders, including, without limitation, Barclays, as Issuing Bank and Swing Line Lender, are willing to continue
to maintain the Loans previously made by such Existing Lenders under and in accordance with the Existing Credit Agreement,
subject to the terms of Amendment No. 3 and this Agreement;


 


WHEREAS,
the other Lenders party hereto are willing to provide the Restatement Effective Date Term Loan Commitments and Restatement Effective
Date Revolving Commitments, as the case may be;


 


WHEREAS,
it is understood and agreed that the Restatement
Effective Date Term Loan Commitments and corresponding Restatement Effective Date Term Loans and the Restatement Effective Date
Revolving Commitments shall refinance in full all outstanding Indebtedness under the Existing Credit Agreement (the “Restatement
Effective Date Refinancing”);


 


WHEREAS, the Borrower
has agreed to secure all of its Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a First
Priority Lien on substantially all of its assets, including a pledge of all of the Equity Interests of each of its Domestic Subsidiaries,
66.0% of all of the voting Equity Interests of each of its Foreign Subsidiaries and all of the non-voting Equity Interests of each
of its Foreign Subsidiaries; and


 


WHEREAS, the Guarantors
have agreed to guarantee the obligations of the Borrower hereunder and to secure their respective Obligations by granting to the
Collateral Agent, for the benefit of the Secured Parties, a First Priority Lien on substantially all of their respective assets,
including a pledge of all of the Equity Interests of each of their respective Domestic Subsidiaries (including the Borrower), 66.0%
of all of the voting Equity Interests of each of their respective Foreign Subsidiaries and all of the non-voting Equity Interests
of each of their respective Foreign Subsidiaries.


 


NOW, THEREFORE,
in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:


 


Article
I.

DEFINITIONS AND INTERPRETATION


 


Section
1.01 Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto,
shall have the following meanings:


 


“Acquisition
Consideration” means the purchase consideration for any Permitted Acquisition and all other payments by any Loan Party
or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash
or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted
Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of
any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs”
and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to
or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business.


 






    	 	2	 



     

    

 


“Adjusted Eurodollar
Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan,
the rate per annum obtained by dividing (and rounding upward to the next whole multiple of 1/100 of 1.00%) (i) (a) the rate per
annum equal to the rate determined by the Administrative Agent to be the offered rate which appears on the page of the Reuters
Screen which displays the London interbank offered rate administered by ICE Benchmark Administration Limited (such page currently
being LIBOR01 page) (the “LIBO Rate”) for deposits (for delivery on the first day of such period) with a term equivalent
to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination
Date, or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page
or service shall cease to be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered
rate on such other page or other service which displays the LIBO Rate for deposits (for delivery on the first day of such period)
with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest
Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate
per annum equal to the offered quotation rate to first class banks in the London interbank market by the Administrative Agent for
deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the
principal amount of the applicable Loan of the Administrative Agent, in its capacity as a Lender,
for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as
of approximately 11:00 a.m. (London, England time) onInterpolated
Rate (in each case, of foregoing clauses (a), (b) and (c), two (2) Business Days prior to the commencement of such Interest
Rate Determination Date,Period)
by (ii) an amount equal to (a) one1.00
minus (b) the Applicable Reserve Requirement; provided that if any rate
determined pursuant to the foregoing is below zero, the LIBO Rate shall be deemed to be 0.00%. Notwithstanding anything
herein to the contrary, in respect of Tranche B Term Loans only, the Adjusted
Eurodollar Rate in respect of the Restatement Effective Date Term Loans
only shall not be less than 1.00% per annum at any time.


 


“Administrative
Agent” has the meaning specified in the preamble hereto.


 


“Adverse Proceeding”
means any action, suit, proceeding, hearing (in each case, whether administrative, judicial or otherwise), governmental investigation
or arbitration (whether or not purportedly on behalf of any Loan Party or any of its Subsidiaries) at law or in equity, or before
or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge
of any Loan Party or any of its Subsidiaries, threatened against or adversely affecting any Loan Party or any of its Subsidiaries
or any property of any Loan Party or any of its Subsidiaries.


 


“Affected Lender”
has the meaning set forth in Section 2.18(b).


 


“Affected Loans”
has the meaning set forth in Section 2.18(b).


 


“Affiliate”
means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with,
that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”,
“controlled by” and “under common control with”), as applied to any Person, means the possession, directly
or indirectly, of the power (i) to vote 10.00% or more of the Securities having ordinary voting power for the election
of directors of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether
through the ownership of voting securities or by contract or otherwise.


 






    	 	3	 



     

    

 


“Agent”
means each of the Administrative Agent, the Syndication Agent, the Collateral
Agent, the Co-Syndication Agents and the Co-Documentation
Agents and solely for purposes of Article IX, the Joint Lead Arrangers.


 


“Agent Affiliates”
has the meaning set forth in Section 10.01(b).


 


“Aggregate Amounts
Due” has the meaning set forth in Section 2.17.


 


“Aggregate Payments”
has the meaning set forth in Section 7.02.


 


“Agreement”
means this Amended and Restated First Lien Credit and Guaranty
Agreement, dated as of October 10July
1, 20122016,
as it may be amended, restated, amended and restated, supplemented
or otherwise modified from time to time.


 


“Amendment
No. 3” means that certain Amendment No. 3 to Credit and Guaranty Agreement, dated as of the Restatement Effective Date, among
the Borrower, the Loan Parties party thereto, the Existing Lenders party thereto, the New Lenders (as defined therein) party thereto,
and the Administrative Agent.


 


“Anti-Corruption
Laws” means any applicable Laws relating to anti-bribery or anti-corruption (governmental or commercial), including Laws
that prohibit the corrupt payment, offer, promise, or authorization of the payment or transfer of anything of value (including
gifts or entertainment), directly or indirectly, to any
representative of a foreign Governmental Authority or commercial
entity to obtain a business advantage, including but not limited to the U.S. Foreign
Corrupt Practices Act of 1977, as amended.


 


“Anti-Terrorism
Laws” means any of the Laws relating to terrorism, economic sanctions, or money laundering, including, but not limited to,
(i) Executive Order No. 13224, (ii) the PATRIOT Act, (iii) the Laws comprising or implementing the Bank Secrecy Act, and (iv) Sanctions.


 


“Applicable
Margin” means:


 


(i) with respect to
Tranche BRestatement
Effective Date Term Loans that are Eurodollar Rate Loans, 3.253.75%
per annum and (b) with respect to Tranche BRestatement
Effective Date Term Loans that are Base Rate Loans, 2.252.75%
per annum; and


 


(ii) with respect
to Revolving Loans that are Eurodollar Rate Loans, 4.253.75%
per annum and (b) with respect to Revolving Loans and Swing Line Loans that are Base Rate Loans, 3.252.75%
per annum.


 






    	 	4	 



     

    

 


“Applicable
Reserve Requirement” means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which
reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with
respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations
issued from time to time by the Board of Governors or other applicable banking regulator. Without limiting the effect of the foregoing,
the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect
to (i) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate or
any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which
include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall
be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available
from time to time to the applicable Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and
as of the effective date of any change in the Applicable Reserve Requirement.


 


“Approved Deposit
Account” means a Deposit Account maintained by any Loan Party that is the subject of an effective Deposit Account Control
Agreement. “Approved Deposit Account” includes all monies on deposit in a Deposit Account and all certificates and
instruments, if any, representing or evidencing such Deposit Account.


 


“Approved Electronic
Communications” means any notice, demand, communication, information, document or other material that any Loan Party
provides to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein which is distributed
to Agents or to Lenders by means of electronic communications pursuant to Section 10.01(b).


 


“Approved Securities
Intermediary” means a “securities intermediary” or “commodity intermediary” (as such terms are
defined in the UCC).


 


“Asset Sale”
means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor
or sublicensor), transfer or other disposition to, or any exchange of property with, any Person (other than the Borrower or any
Wholly-Owned Subsidiary Guarantor), in one transaction or a series of transactions, of all or any part of Holdings’ or any
of its Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible
or intangible, whether now owned or hereafter acquired, leased or licensed, including the sale or issuance of the Equity Interests
of Subsidiaries, other than (i) inventory sold, leased or licensed out in the ordinary course of business (excluding any such
sales, leases or licenses out by operations or divisions discontinued or to be discontinued) and (ii) sales, leases or licenses
out of other assets for aggregate consideration of less than $1,000,000 with respect to any transaction or series of related transactions.


 


“Assignment
Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments
or modifications as may be approved by the Administrative Agent.


 






    	 	5	 



     

    

 


“Assignment
Effective Date” has the meaning specified in Section 10.06(b).


 


“Authorized
Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer),
chief executive officer, president or one of its vice presidents (or the equivalent thereof), and such Person’s chief financial
officer or treasurer.


 


“Available Amount”
means, as of any date of determination, the aggregate cumulative amount of (x)
Consolidated Excess Cash Flow (if positive) for each Fiscal Year that is not required to repay the Term Loans pursuant to Section 2.14(d),
commencing with the Fiscal Year ending December 31, 2013, that2017
plus (y) any Declined Proceeds, which amount has not been previously applied pursuant to Sections 6.04(d)
or 6.06(j) (in each case, after the Restatement Effective Date).


 


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


 


“Bail-In
Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European
Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is
described in the EU Bail-In Legislation Schedule.


 


“Bankruptcy
Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect,
or any successor statute.


 


“Barclays”
has the meaning specified in the preamble hereto.


 


“Base Rate”
means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day, (ii) the Federal
Funds Effective Rate in effect on such day plus 1⁄2 of 1.00%, (iii) solely in respect of Tranche
BRestatement Effective Date Term Loans, 2.00%
and (iv) the Adjusted Eurodollar Rate that would be payable on such day for a Eurodollar Rate Loan with a one-month Interest
Period plus 1.00%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall
be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.


 


“Base Rate Loan”
means a Loan bearing interest at a rate determined by reference to the Base Rate.


 


“Beneficiary”
means each Agent, Issuing Bank, Lender and Lender Counterparty.


 


“Beverly”
means Beverly Radiology Medical Group, III, a California general partnership.


 


“Beverly Radiology”
means Beverly Radiology Medical Group, Inc., a California corporation.


 


 






    	 	6	 



     

    

 


“BRMG Management
Agreement” means that certain Amended and Restated Management and Service Agreement, dated as of January 1, 2004,
by and among Borrower and Beverly Radiology, as in effect on the ClosingRestatement
Effective Date.


 


“Board of Governors”
means the Board of Governors of the United States Federal Reserve System, or any successor thereto.


 


“Borrower”
has the meaning specified in the preamble hereto.


 


“Borrowing Notice”
means a notice substantially in the form of Exhibit A-1.


 


“Breastlink”
means Breastlink Medical Group, Inc., a California corporation.


 


“Business Day”
means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York
or is a day on which banking institutions located in such state are authorized or required by law or other governmental action
to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar
Rate or any Eurodollar Rate Loans, the term “Business Day” means any day which is a Business Day described in
clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.


 


“Capital Lease”
means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in
conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.


 


“Capitated Contracts”
means all of Loan Parties’ contracts whether presently existing or hereafter executed between Loan Parties and various health
maintenance organizations and all proceeds therefrom.


 


“Cash”
means money, currency or a credit balance in any demand or Deposit Account.


 


“Cash Equivalents”
means, as at any date of determination, any of the following: (i) marketable securities (a) issued or directly and unconditionally
guaranteed as to interest and principal by the United States Government or (b) issued by any agency of the United States the
obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after
such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s;
(ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any
such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time
of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iii) certificates of
deposit or bankers’ acceptances maturing within three months after such date and issued or accepted by any Lender or by any
commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that
(a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator),
(b) has Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000 and (c) has a rating of
at least AA- from S&P and Aa3 from Moody’s; and (iv) shares of any money market mutual fund that (a) has substantially
all of its assets invested continuously in the types of investments referred to in clauses (i) and (ii) above, (b) has
net assets of not less than $5,000,000,000 and (c) has the highest rating obtainable from either S&P or Moody’s.


 






    	 	7	 



     

    

 


“Certificate
re Non-Bank Status” means a certificate substantially in the form of Exhibit F.


 


“Change in Law”
means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any
Law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline
or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein
to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith and (ii) 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, shall in each case be deemed to be a
“Change in Law,” regardless of the date enacted, adopted or issued.


 


“Change of Control”
means, (i) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act)
(a) shall have acquired beneficial ownership or control of 40.0% or more on a fully diluted basis of the voting and/or
economic interest in the Equity Interests of Holdings or (b) shall have obtained the power (whether or not exercised) to elect
a majority of the members of the board of directors (or similar governing body) of Holdings; (ii) Holdings shall cease to
beneficially own and control, free and clear of all Liens (other than Liens in favor of the Collateral Agent for the benefit of
Secured Parties), 100.0% on a fully diluted basis of the economic and voting interest in the Equity Interests of the Borrower;
(iii) the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of Holdings
cease to be occupied by Persons who either (a) were members of the board of directors of Holdings on the Original
Closing Date or (b) were nominated for election by the board of directors of Holdings, a majority of whom were directors on the
Original Closing Date or whose election or nomination for
election was previously approved by a majority of such directors; or (iv) any “change of control” (or similar
event, however denominated) shall occur under and as defined in any indenture or agreement in respect of Material Indebtedness,
including any Indebtedness incurred pursuant to Section 6.02(c) to which Holdings or any of its Subsidiaries is a party.


 


“Class”
means (i) with respect to Lenders, each of the following classes of Lenders: (a) Lenders having Tranche
BRestatement Effective Date Term Loan Exposure,
(b) Lenders having Revolving Exposure (including Swing Line Lender) and,
(c) Lenders having Incremental Term Loan Exposure of each applicable Series, and(d)
Lenders holding any Credit Agreement Refinancing Term Loans, (e) Lenders holding any Extended Term Loans and (f) Lenders holding
any Other Revolving Commitments and (ii) with respect to Loans, each of the following classes of Loans: (a) Tranche
BRestatement Effective Date Term Loans, (b)
Revolving Loans (including Swing Line Loans) and,
(c) each Series of Incremental Term Loans, (d) Credit Agreement Refinancing
Term Loans, (e) Extended Term Loans and (f) Other Revolving Loans.


 






    	 	8	 



     

    

 


“Closing
Date” means the date on which the Term Loans are made, which
occurred on October 10, 2012.


 


“Closing
Date Certificate” means a Closing Date Certificate substantially
in the form of Exhibit G-1.


 


“Co-Documentation
Agent” has the meaning specified in the preamble hereto.


 


“Co-Syndication
Agents” has the meaning specified in the preamble
hereto.


 


“Collateral”
means, collectively, all of the real, personal and mixed property (including Equity Interests) in which Liens are purported to
be granted pursuant to the Security Documents as security for the Obligations.


 


“Collateral
Agent” has the meaning specified in the preamble hereto.


 


“Commitment”
means any Revolving Commitment or Term Loan Commitment.


 


“Commodities
Account” has the meaning set forth in the UCC.


 


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


 


“Compliance
Certificate” means a Compliance Certificate substantially in the form of Exhibit C.


 


“Consolidated
Adjusted EBITDA” means, for any period, an amount determined for Holdings and its Subsidiaries on a consolidated basis
equal to (i) Consolidated Net Income, plus, to the extent reducing Consolidated Net Income, the sum, without duplication,
of amounts for (a) consolidated interest expense, (b) provisions for taxes based on income, (c) total depreciation
expense, (d) total amortization expense, (e) specified operating lease expenses to the extent that a specific operating
lease has been terminated and converted to a capital lease or purchased for cash prior to the end of the term thereof (and during
such measurement period), (f) pro forma cost savings relating to any Permitted Acquisition that are expected to be realized
within 12 months of such Permitted Acquisition in an amount not to exceed 15% of Consolidated Adjusted EBITDA (prior
to giving effect to this clause (f) for such period) (excluding amounts of pro forma cost savings as would be permitted or
required by Article 11 of Regulation S-X promulgated under the Securities Act, as amended, and as interpreted by the
staff of the SEC (“Regulation S-X”)), (g) the amount of cost savings and other operating improvements
and synergies projected by the Borrower in good faith to be realized as a result of actions taken or anticipated to be taken within
the four fiscal quarter period following the last date in such period (calculated on a pro forma basis as though such cost savings
and other operational improvements and synergies had been realized on the first date of such period) in an amount not to exceed
$10,000,000 in such period, (h) other non-Cash charges reducing Consolidated Net Income, including non-Cash stock compensation
expenses (excluding any such non-Cash charge to the extent that it represents an accrual or reserve for potential Cash charge in
any future period or amortization of a prepaid Cash charge that was paid in a prior period), (i) Transaction Costs, (j) non-recurring
employee severance expenses not to exceed $2,000,000 during any twelve-month period, and (k) non-recurring, non-operational
expenses, including settlements of legal proceedings (net of any non-recurring, non-operational income), reflected on the Consolidated
Statements of Operations of RadNet, Inc. and its Subsidiaries, (including
expenses under the heading “Other Expenses (Income”) not to exceed $5,000,000 during any twelve-month period),
minus (ii) other non-Cash gains increasing Consolidated Net Income for such period (excluding any such non-Cash gain
to the extent it represents the reversal of an accrual or reserve for potential Cash gain in any prior period); provided,
that for the avoidance of doubt, regardless of whether any prepayment of Offer Loans pursuant to Section 2.13(c) is
deemed to result in a non-cash gain, no such gain shall increase Consolidated Adjusted EBITDA.


 






    	 	9	 



     

    

 


With respect to any
period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction”), for
purposes of determining compliance with the financial covenants set forth in Section 6.07, Consolidated Adjusted EBITDA
shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which
are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in
each case determined on a basis consistent with Regulation S-X, which would include cost savings resulting from head count
reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief
financial officer of Holdings) using the historical financial statements, audited or as otherwise reasonably
acceptable to the Administrative Agent, of any business so acquired or to be acquired or sold or to be sold and the consolidated
financial statements of Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, had been consummated
or incurred or repaid at the beginning of such period.


 


“Consolidated
Capital Expenditures” means, for any period, the aggregate of all expenditures of Holdings and its Subsidiaries during
such period (by the expenditure of cash or (without duplication), the incurrence of Indebtedness), determined on a consolidated
basis, for any fixed asset or improvements or for replacements, substitutions or additions thereto that, in accordance with GAAP,
are required to be capitalized; provided, that Consolidated Capital Expenditures shall not include any expenditures (i) for
replacements and substitutions for fixed assets, capital assets or equipment to the extent made with Net Cash Proceeds invested
pursuant to Section 2.14(a) or Section 2.14(b) or (ii) which constitute a Permitted Acquisition permitted
under Section 6.08.


 


“Consolidated
Cash Interest Expense” means, for any period, total interest expense (including that portion attributable to Capital
Leases in accordance with GAAP and capitalized interest) of Holdings and its Subsidiaries on a consolidated basis with respect
to all outstanding Indebtedness of Holdings and its Subsidiaries, including all commissions, discounts and other fees and charges
owed with respect to letters of credit and net costs under Interest Rate Agreements, but excluding, however, any amount not payable
in Cash in such period and any amounts referred to in Section 2.11(d) or (e) payable on or before the ClosingRestatement
Effective Date.


 


“Consolidated
Current Assets” means, as at any date of determination, the total assets of a Person and its Subsidiaries on a consolidated
basis that may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents.


 






    	 	10	 



     

    

 


“Consolidated
Current Liabilities” means, as at any date of determination, the total liabilities of a Person and its Subsidiaries on
a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion
of long term debt.


 


“Consolidated
Excess Cash Flow” means, for any period, an amount (if positive) equal to:


 


(i)the sum, without
duplication, of the amounts for such period of (a) Consolidated Net Income, plus, (b) to the extent reducing Consolidated
Net Income, the sum, without duplication, of amounts for non-Cash charges reducing Consolidated Net Income, including for depreciation
and amortization (excluding any such non-Cash charge to the extent that it represents an accrual or reserve for potential Cash
charge in any future period or amortization of a prepaid Cash charge that was paid in a prior period), plus (c) the
Consolidated Working Capital Adjustment, minus


 


(ii)the sum, without
duplication, of (a) the amounts for such period paid in cash from operating cash flow of (1) scheduled repayments of
Indebtedness for borrowed money (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving
Commitments are permanently reduced in connection with such repayments) and scheduled repayments of obligations under Capital Leases
(excluding any interest expense portion thereof), (2) Consolidated Capital Expenditures, and
(3) Permitted Acquisitions (including transaction costs with respect thereto)
and (4) other Investments permitted to be made pursuant to Section 6.06(j), plus (b) other non-Cash gains
increasing Consolidated Net Income for such period (excluding any such non-Cash gain to the extent it represents the reversal of
an accrual or reserve for potential Cash gain in any prior period); and provided, that, for the avoidance of doubt, no prepayment
of Offer Loans pursuant to Section 2.13(c) shall reduce the calculation of Consolidated Excess Cash Flow pursuant to
this clause (ii) of the definition of Consolidated Excess Cash Flow.


 


“Consolidated
Net Income” means, for any period, (i) the net income (or loss) of Holdings and its Subsidiaries on a consolidated
basis for such period taken as a single accounting period determined in conformity with GAAP, minus (ii) (a) the income
(or loss) of any Person (other than a Subsidiary of Holdings) in which any other Person (other than Holdings or any of its Subsidiaries)
has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Holdings or any of
its Subsidiaries by such Person during such period, (b) the income (or loss) of any Person accrued prior to the date it becomes
a Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Subsidiaries or that Person’s assets
are acquired by Holdings or any of its Subsidiaries, (c) the income of any Subsidiary of Holdings to the extent that the declaration
or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of
the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable
to that Subsidiary, (d) any after-tax gains or losses attributable to Asset Sales or returned surplus assets of any Pension
Plan, and (e) (to the extent not included in clauses (a) through (d) above) any net extraordinary gains or net extraordinary
losses.


 


 






    	 	11	 



     

    

 


“Consolidated
Senior Secured Leverage Ratio” means the ratio as of the applicable date of determination of (i) Consolidated Total
Secured Debt as of such day to (ii) Consolidated Adjusted EBITDA for the latest four-Fiscal-Quarter period most recently ended
for which quarterly financial statements have been made available to Lenders.


 


“Consolidated
Total Debt” means, as of any date of determination, (a) the aggregate stated balance sheet amount of all Indebtedness
of Holdings and its Subsidiaries (or, if higher, the par value or stated face amount of all such Indebtedness (other than zero
coupon Indebtedness)), determined on a consolidated basis
in accordance with GAAP minus (b) up to $25,000,000 in Cash or Cash Equivalents included in the consolidated balance
sheet of Holdings and its Subsidiaries.


 


“Consolidated
Total Secured Debt” means, as of any date of determination, all the aggregate stated balance sheet amount of all Indebtedness
of Holdings and its Subsidiaries (or, if higher, the par value or stated face amount of all such Indebtedness (other than zero
coupon Indebtedness)), determined on a consolidated basis
in accordance with GAAP which is secured by a Lien on the assets of Holdings or any Subsidiary thereof (calculated, without duplication,
net of up to $25,000,000 in Cash or Cash Equivalents included in the consolidated balance sheet of Holdings and its Subsidiaries).


 


“Consolidated
Working Capital” means, as at any date of determination, the excess of Consolidated Current Assets of Holdings and its
Subsidiaries over Consolidated Current Liabilities of Holdings and its Subsidiaries.


 


“Consolidated
Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number)
by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital
as of the end of such period. In calculating the Consolidated Working Capital Adjustment there shall be excluded the effect of
reclassification during such period of current assets to long term assets and current liabilities to long term liabilities and
the effect of any Permitted Acquisition during such period; provided, that there shall be included with respect to any Permitted
Acquisition during such period an amount (which may be a negative number) by which the Consolidated Working Capital acquired in
such Permitted Acquisition as at the time of such acquisition exceeds (or is less than) Consolidated Working Capital at the end
of such period.


 


“Contractual
Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture,
mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or
any of its properties is bound or to which it or any of its properties is subject.


 


“Contributing
Guarantors” has the meaning set forth in Section 7.02.


 


“Control Account”
means a Securities Account or Commodities Account that is the subject of an effective Securities Account Control Agreement and
that is maintained by any Loan Party with an Approved Securities Intermediary. “Control Account” includes all Financial
Assets held in a Securities Account or a Commodities Account and all certificates and instruments, if any, representing or evidencing
the Financial Assets contained therein.


 


 






    	 	12	 



     

    

 


“Conversion/Continuation
Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation
Notice.


 


“Conversion/Continuation
Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.


 


“Counterpart
Agreement” means a Counterpart Agreement substantially in the form of Exhibit H delivered by a Loan Party pursuant
to Section 5.10.


 


“Credit Date”
means the date of a Credit Extension.


 


“Credit
Agreement Refinancing Commitments” means the Credit Agreement Refinancing Term Commitments and/or the Credit Agreement Refinancing
Revolving Commitments, as the context requires.


 


“Credit
Agreement Refinancing Debt” has the meaning specified in Section 6.01(a)(ii).


 


“Credit
Agreement Refinancing Facility” means each Credit Agreement Refinancing Revolving Facility and/or each Credit Agreement Refinancing
Term Facility.


 


“Credit
Agreement Refinancing Revolving Commitments” means revolving commitments established in reliance on Section 6.01(a)(ii) that
are evidenced by the Loan Documents.


 


“Credit
Agreement Refinancing Revolving Facility” means each Class of Credit Agreement Refinancing Revolving Commitments.


 


“Credit
Agreement Refinancing Revolving Loans” means the revolving loans made pursuant to the Credit Agreement Refinancing Revolving
Commitments.


 


“Credit
Agreement Refinancing Term Commitments” means commitments to make term loans established in reliance on Section 6.01(a)(ii)
that are evidenced by the Loan Documents.


 


“Credit
Agreement Refinancing Term Facility” means each Class of Credit Agreement Refinancing Term Loans.


 


“Credit
Agreement Refinancing Term Loans” means the term loans made pursuant to the Credit Agreement Refinancing Term Commitments.


 


“Credit Extension”
means the making of a Loan or the issuing or renewal of a Letter of Credit.


 






    	 	13	 



     

    

 


“Currency Agreement”
means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar
agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with Holdings’
and its Subsidiaries’ operations and not for speculative purposes.


 


“DBSI”
has the meaning specified in the preamble hereto.


 


“Declined Proceeds”
has the meaning set forth in Section 2.12(b).


 


“Default”
means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.


 


“Default Rate”
has the meaning set forth in Section 2.10.


 


“Defaulting
Lender” means any Lender that has (a) failed to fund any portion of its Revolving Commitment within three (3) Business
Days of the date required to be funded by it hereunder, unless the subject of a good faith dispute, (b) notified the Borrower,
the Administrative Agent or any Lender in writing, or has otherwise indicated through a public statement, that it does not intend
to comply with its funding obligations hereunder and generally under agreements in which it commits to extend credit, (c) failed,
within three (3) Business Days after receipt of a written request from the Administrative Agent, to confirm that it will
comply with the terms of this Agreement relating to its obligations to fund prospective Revolving Commitments, (d) otherwise
failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within
three (3) Business Days of the date when due, unless the subject of a good faith dispute
or, (e)
become the subject of a Bail-in Action or (f) become the subject of a bankruptcy or insolvency proceeding, or
has had a receiver, conservator, trustee, custodian, administrator, assignee for the benefit of creditors or similar Person charged
with reorganization or liquidation of its business appointed for it, or has taken any action in furtherance of, or indicating
its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the
subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, custodian, administrator, assignee
for the benefit of creditors or similar Person charged with reorganization or liquidation of its business appointed for it, or
has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment,
provided that a Lender shall not qualify as a Defaulting Lender solely as a result of the acquisition or maintenance of an ownership
interest in such Lender or its parent company, or of the exercise of control over such Lender or any Person controlling such Lender,
by a Governmental Authority or instrumentality thereof; provided that if the Borrower, the Administrative Agent, Swing
Line Lender and the Issuing Bank agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed
to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified
in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateralization
of Letters of Credit and/or Swing Line Loans), that Lender will, to the extent applicable, purchase that portion of outstanding
Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Swing
Line Commitment and/or the Letter of Credit Commitment and funded and unfunded participations in Letters of Credit and Swing Line
Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares (without giving effect to Section 2.22),
whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with
respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting
Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having
been a Defaulting Lender.


 






    	 	14	 



     

    

 


“Defaulting
Revolving Lender” has the meaning set forth in Section 2.22.


 


“Deposit Account”
means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization,
other than an account evidenced by a negotiable certificate of deposit.


 


“Deposit Account
Control Agreement” has the meaning set forth in the Pledge and Security Agreement.


 


“Disqualified
Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests
into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures
or is mandatorily redeemable (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), pursuant
to a sinking fund obligation or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Equity
Interests which are not otherwise Disqualified Equity Interests), in whole or in part, (iii) provides for scheduled payments
or dividends in cash or (iv) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests
that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Term Loan
Maturity Date, except, in the case of clauses (i) and (ii), if as a result of a change of control or asset sale, so long as
any rights of the holders thereof upon the occurrence of such a change of control or asset sale event are subject to the prior
payment in full of all Obligations, the cancellation or expiration of all Letters of Credit and the termination of the Commitments).


 


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


 


“Domestic Subsidiary”
means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.


 


“EEA
Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is
subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent
of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country
which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent.


 


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


 






    	 	15	 



     

    

 


“EEA
Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Effective
Yield” means, as to any Indebtedness or Loans of any Class, the yield thereof,
as determined by the Administrative Agent, in the form of
interest rate margin, original issue discount, upfront fees, rate floors or otherwise; provided, that original issue discount
and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity
at the time of its incurrence of the applicable Indebtedness); provided, further, that “Effective Yield” shall not
include bona fide arrangement fees, structuring fees, underwriting, ticking or similar fees.


 


“Eligible Assignee”
means any Person other than a natural Person that is (i) a Lender, an Affiliate of any Lender or a Related Fund (any two or
more Related Funds being treated as a single Eligible Assignee for all purposes hereof), or (ii) a commercial bank, insurance
company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D
under the Securities Act) and which extends credit or buys loans in the ordinary course of business; provided, that neither
any Loan Party nor any Affiliate thereof shall be an Eligible Assignee
(except as otherwise provided pursuant to Section 2.13(c)).


 


“Employee Benefit
Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was sponsored,
maintained or contributed to by, or required to be contributed by, any Loan Party, any of its Subsidiaries or any of their respective
ERISA Affiliates or with respect to which any Loan Party, any of its Subsidiaries or any of their respective ERISA Affiliates has
or could reasonably be expected to have liability, contingent or otherwise, under ERISA.


 


“Environmental
Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order
or other order, decree or directive (conditional or otherwise) by any Governmental Authority or any other Person, arising (i) pursuant
to any Environmental Law, (ii) in connection with any actual or alleged violation of, or liability pursuant to, any Environmental
Law, including any Governmental Authorizations issued pursuant to Environmental Law, (iii) in connection with any Hazardous
Material, including the presence or Release of, or exposure to, any Hazardous Materials and any abatement, removal, remedial, corrective
or other response action related to Hazardous Materials or (iv) in connection with any actual or alleged damage, injury, threat
or harm to health, safety, natural resources or the environment.


 


“Environmental
Laws” means any and all current or future foreign or domestic, federal, state or local laws (including any common law),
statutes, ordinances, orders, rules, regulations, judgments or any other requirements of Governmental Authorities relating to
or imposing liability or standards of conduct with respect to (i) environmental matters, (ii) the generation, use, storage,
transportation or disposal of, or exposure to, Hazardous Materials; or (iii) occupational safety and health, industrial hygiene,
land use or the protection of human, plant or animal health or welfare, in any manner applicable to any Loan Party or any of its
Subsidiaries or any Facility.


 


“Equity Interests”
means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation,
any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership
interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, the regulations promulgated thereunder
and any successor thereto.


 







    	 	16	 



     

    

 


“ERISA Affiliate”
means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning
of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether
or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c)
of the Internal Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within
the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in
clause (i) above or any trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of any
Loan Party or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of such Loan Party or any such Subsidiary
within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of such Loan Party or such
Subsidiary and with respect to liabilities arising after such period for which such Loan Party or such Subsidiary could be liable
under the Internal Revenue Code or ERISA.


 


“ERISA Event”
means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder
with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by
regulation); (ii) the failure to meet the minimum funding standard of Sections 412 or 430 of the Internal Revenue
Code or Sections 302 or 303 of ERISA with respect to any Pension Plan (whether or not waived in accordance with Section 412(c)
of the Internal Revenue Code or Section 302(c) of ERISA) or the failure to make by its due date a required installment under
Section 430(j) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution
to a Multiemployer Plan; (iii) a determination that any Pension Plan is, or is expected to be, in “at risk” status
(as defined in Section 430 of the Internal Revenue Code or Section 303 of ERISA); (iv) the provision by the administrator
of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination
described in Section 4041(c) of ERISA; (v) a determination that any Multiemployer Plan is, or is expected to be, in “critical”
or “endangered” status under Section 432 of the Internal Revenue Code or Section 305 of ERISA; (vi) the
withdrawal by any Loan Party, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two
or more contributing sponsors or the termination of any such Pension Plan resulting in liability to any Loan Party, any of its
Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or 4064 of ERISA; (vii) the institution
by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds
under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (viii) the imposition
of liability on any Loan Party, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e)
or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (ix) the withdrawal of any Loan Party,
any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of
Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt
by any Loan Party, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that
it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has
terminated under Section 4041A or 4042 of ERISA; (x) the occurrence of an act or omission which could give rise
to the imposition on any Loan Party, any of its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes
or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or
(l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (xi) the assertion of a material claim (other
than routine claims for benefits) against any Employee Benefit Plan or the assets thereof other than a Multiemployer Plan or the
assets thereof, or against any Loan Party, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with
any Employee Benefit Plan; (xii) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or
any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under
Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption
from taxation under Section 501(a) of the Internal Revenue Code; (xiii) the imposition of a Lien pursuant to Section 430(k)
of the Internal Revenue Code or Section 303(k) of ERISA or a violation of Section 436 of the Internal Revenue Code with
respect to any Pension Plan; (xiv) the occurrence of a non-exempt “prohibited transaction” with respect to which
any Loan Party or any of its Subsidiaries is a “disqualified person” or a “party of interest” (within the
meaning of Section 4975 of the Internal Revenue Code or Section 406 of ERISA, respectively) or which could reasonably
be expected to result in liability to any Loan Party or any of its Subsidiaries or (xv) any other event or condition with
respect to an Employee Benefit Plan with respect to which any Loan Party or any of its Subsidiaries is likely to incur liability
other than in the ordinary course.


 






    	 	17	 



     

    

 


“Eurodollar
Rate Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.


 


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


 


“Event of Default”
means any of the conditions or events set forth in Section 8.01.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.


 


“Excluded Foreign
Subsidiary” means any Foreign Subsidiary in respect of which either (a) the pledge of greater than 66.0% of
the voting Equity Interests of such Subsidiary as Collateral or (b) the guaranteeing by such Subsidiary of the Obligations
would, in the good faith judgment of the Borrower, result in material adverse tax consequences to the Borrower.


 


“Excluded Swap
Obligation” means, with respect to any Guarantor, (x) as it relates to all or a portion of the Guarantee of such
Guarantor, any Swap Obligation if, and to the extent that, 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 Guarantee of
such Guarantor becomes effective with respect to such Swap Obligation or (y) as it relates to all or a portion of the grant
by such Guarantor of a security interest, any Swap Obligation if, and to the extent that, such Swap Obligation (or such security
interest in respect 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 security interest of such Guarantor becomes effective with respect to such Swap Obligation. If a Swap
Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such
Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.


 






    	 	18	 



     

    

 


“Existing
Indebtedness” means Indebtedness and other obligations outstanding under that certain Credit Agreement, dated
as of April 6, 2010, among the Borrower, the guarantors thereto, the lenders party thereto and Barclays, as Administrative Agent
and Collateral Agent, as amended prior to the Closing Date (the “Existing Credit Agreement”).


 


“Existing
Class” has the meaning set forth in Section 2.25(b).


 


“Existing Letters
of Credit” shall mean the letters of credit scheduled on Schedule 1.01(d) issued pursuant to the Existing Credit
Agreement and outstanding as of the ClosingRestatement
Effective Date.


 


“Existing
Rate Agreement” means that certain 2002 IDSA Master Agreement entered into as of April 11, 2006 between HSBC
Bank USA, National Association and the Borrower (together with all schedules, exhibits and amendments related thereto, the “HSBC
Hedge Agreement”).


 


“Extended
Loans/Commitments” means the Extended Term Loans, Extended Revolving Loans and/or Extended Revolving Commitments.


 


“Extended
Revolving Commitments” has the meaning specified in Section 2.25(a)(ii).


 


“Extended
Revolving Facility” means each Class of Extended Revolving Commitments established pursuant to Section 2.25(a)(ii).


 


“Extended
Revolving Loans” has the meaning specified in Section 2.25(a)(ii).


 


“Extended
Term Facility” means each Class of Extended Term Loans made pursuant to Section 2.25.


 


“Extended
Term Loans” has the meaning specified in Section 2.25(a)(i).


 


“Extending
Lender” has the meaning specified in Section 2.25(b).


 


“Extension
Agreement” has the meaning specified in Section 2.25(c).


 


“Extension
Date” has the meaning specified in Section 2.25(d).


 


“Extension
Election” has the meaning specified in Section 2.25(b).



 



    	 	19	 



     

    

 


“Extension
Request” means, collectively, Term Loan Extension Requests and Revolving Extension Requests.


 


“Extension
Series” means all Extended Term Loans or Extended Revolving Commitments (as applicable) that are established pursuant to
the same Extension Agreement (or any subsequent Extension Agreement to the extent such Extension Agreement expressly provides that
the Extended Term Loans or Extended Revolving Commitments, as applicable provided for therein are intended to be a part of any
previously established Extension Series) and that provide for the same interest margins, extension fees, and amortization schedule,
in each case, if any.


 


“Facility”
means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore
owned, leased, operated or used by any Loan Party or any of its Subsidiaries or any of their respective predecessors or Affiliates.


 


“Fair Labor
Standards Act” means the Fair Labor Standards Act, 29 U.S.C. §201 et seq.


 


“Fair Share”
has the meaning set forth in Section 7.02.


 


“Fair Share
Contribution Amount” has the meaning set forth in Section 7.02.


 


“FATCA”
means Sections 1471 through 1474 of the Internal Revenue 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
Effective Rate” means, for any day, the rate per
annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1.00%) equal to the weighted average
of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers
on such day, as publishedcalculated by the
Federal Reserve Bank of New York on the Business Day next succeeding such day; provided,
that (i) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions
on the next preceding Business Day as sobased on such
day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of
New York shall set forth on its public website from time to time) and published on the next succeeding Business Day,
and (ii) by the Federal Reserve Bank of New York as
the federal funds effective rate; provided that, if no such rate is so published on such next succeeding Business Day,
the Federal Funds Effective Rate for such day shall be the average rate (rounded upwardsupward,
if necessary, to the nexta
whole multiple of 1/100 of 1.00%) charged to the Administrative Agent, in its capacity
as a Lender, on such day on such transactions as determined by the Administrative Agent;
and provided further that if such rate is below zero, such rate shall be deemed to be 0.00%.


 






    	 	20	 



     

    

 


“Fee
Letter” means that certain Fee Letter, dated as of June 6, 2016, among the Commitment Parties (as defined therein), Holdings
and the Borrower.


 


“Financial Asset”
has the meaning set forth in the UCC.


 


“Financial Officer
Certification” means, with respect to the financial statements for which such certification is required, the certification
of the chief financial officer of Holdings that such financial statements fairly present, in all material respects, the financial
condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for
the periods indicated, subject to changes resulting from audit and normal year-end adjustments.


 


“Financial
Plan” has the meaning set forth in Section 5.01(g).


 


“First
Amendment” means the First Amendment to this Agreement, among the Borrower, Holdings, the Subsidiary Guarantors,
the Administrative Agent and the Lenders party thereto, dated as of April 3, 2013.”


 


“First Lien
Debt” means, as of any date of determination, all the aggregate stated balance sheet amount of all Indebtedness of Holdings
and its Subsidiaries (or, if higher, the par value or stated face amount of all such Indebtedness (other than zero coupon Indebtedness)),
determined on a consolidated basis in accordance with GAAP which is secured by a Lien on the assets of Holdings or any Subsidiary
thereof but excluding any such Indebtedness to the extent the applicable Liens are expressly subordinated or junior to the Lien
securing the Obligations (calculated, without duplication, net of up to $25,000,000 in Cash or Cash Equivalents included in the
consolidated balance sheet of Holdings and its Subsidiaries).


 


“First Lien
Leverage Ratio” means the ratio as of the applicable date of determination of (i) First Lien Debt as of such day
to (ii) Consolidated Adjusted EBITDA for the latest four-Fiscal-Quarter period most recently ended for which quarterly financial
statements have been made available to Lenders.


 


“First Priority”
means, with respect to any Lien purported to be created in any Collateral pursuant to any Security Document, that such Lien is
the only Lien to which such Collateral is subject, other than any Permitted Lien.


 


“Fiscal Quarter”
means a fiscal quarter of any Fiscal Year.


 


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


 


“Flood Zone”
means areas having special flood hazards as described in the National Flood Insurance Act of 1968, as amended from time to
time, and any successor statute.


 






    	 	21	 



     

    

 


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


 


“Funding Guarantors”
has the meaning set forth in Section 7.02.


 


“GAAP”
means, subject to the limitations on the application thereof set forth in Section 1.02, United States generally accepted
accounting principles in effect as of the date of determination thereof consistently applied.


 


“GECC”
has the meaning specified in the preamble hereto.


 


“GECM”
means, GE Capital Markets, Inc.


 


“Governmental
Acts” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government
or Governmental Authority.


 


“Governmental
Authority” means any federal, state, municipal, national or other government, governmental department, commission, board,
bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether
associated with a state of the United States, the United States, or a foreign entity or government.


 


“Governmental
Authorization” means any permit, license, authorization, certification, registration, approval, plan, directive, consent
order or consent decree of or from any Governmental Authority.


 


“Grantor”
has the meaning specified in the Pledge and Security Agreement.


 


“Guaranteed
Obligations” has the meaning set forth in Section 7.01.


 


“Guarantor”
means each of Holdings, Beverly, Beverly Radiology, Breastlink and Pronet and each Subsidiary of Holdings (other than the Borrower,
any Excluded Foreign Subsidiary and any Joint Ventures otherwise permitted by this Agreement) that is a guarantor hereunder.


 


“Guaranty”
means the guaranty of each Guarantor set forth in Article VII.


 


“Hazardous Materials”
means any pollutant, contaminant, chemical, waste, material or substance, exposure to which or Release of which is prohibited,
limited or regulated by any Governmental Authority or which may or could pose a hazard to human health and safety or to the indoor
or outdoor environment, including petroleum, petroleum products, asbestos, urea formaldehyde, radioactive materials, polychlorinated
biphenyls (“PCBs”) and toxic mold.


 


“Health Care
Laws” means (i) any and all federal, state and local fraud and abuse laws, including, without limitation, the federal
Anti-Kickback Statute (42 U.S.C. § 1320a-7b), the Stark Law (42 U.S.C. § 1395nn and §1395(q)), the civil False Claims
Act (31 U.S.C. § 3729 et seq.), Sections 1320a-7 and 1320a-7a of Title 42 of the United States Code and the
regulations promulgated pursuant to such statutes; (ii) the federal Food, Drug & Cosmetic Act (21 U.S.C. §§
301 et seq.) and the regulations promulgated thereunder, (iii) the Health Insurance Portability and Accountability Act of 1996
(Pub. L. No. 104-191) and the regulations promulgated thereunder and any applicable state privacy and security laws, (iv) Medicare
(Title XVIII of the Social Security Act) and the regulations promulgated thereunder; (v) Medicaid (Title XIX of
the Social Security Act) and the regulations promulgated thereunder; (vi) the Medicare Prescription Drug, Improvement, and
Modernization Act of 2003 (Pub. L. No. 108-173) and the regulations promulgated thereunder; (vii) quality, safety and
accreditation standards and requirements of all applicable state laws or regulatory bodies; (viii) Requirements of Law relating
to the ownership or operation of a health care facility or business, or assets used in connection therewith, (ix) Requirements
of Law relating to the billing or submission of claims, collection of accounts receivable, underwriting the cost of, or provision
of management or administrative services in connection with, any and all of the foregoing, by any Loan Party and any of their Subsidiaries,
including, but not limited to, laws and regulations relating to practice of medicine and other health care professions, professional
fee splitting, tax-exempt organization and charitable trust law applicable to health care organizations, certificates of need,
certificates of operations and authority, and (x) any and all other applicable health care laws, regulations, manual provisions,
policies and administrative guidance, each of (i) through (x) as may be amended from time to time.


 






    	 	22	 



     

    

 


“Hedge Agreement”
means (i) an Interest Rate Agreement or a Currency Agreement entered into with
a Lender Counterparty and reasonably satisfactory to the
Administrative Agent and (ii) the Existing Rate Agreement.


 


“Highest Lawful
Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged,
or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such
applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws
now allow.


 


“Historical
Financial Statements” means, as of the ClosingRestatement
Effective Date, the unqualified audited financial statements of Holdings and its Subsidiaries for the immediately preceding
three (3) Fiscal Years, consisting of balance sheets and the related consolidated statements of income, stockholders’
equity and cash flows for such Fiscal Years, certified by the chief financial officer of the Borrower that they fairly present,
in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of
their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.


 


“Holdings”
has the meaning specified in the preamble hereto.


 


“Increased
Amount Date” has the meaning set forth in Section 2.24.


 


“Increased-Cost
Lenders” has the meaning set forth in Section 2.23.


 


“Incremental
Facilities” has the meaning set forth in Section 2.24.


 


“Incremental
Revolving Commitments” has the meaning set forth in Section 2.24.


  


“Incremental
Revolving Loan Lender” has the meaning set forth in Section 2.24.


 


“Incremental
Revolving Loans” has the meaning set forth in Section 2.24.


 


“Incremental
Term Loan Commitments” has the meaning set forth in Section 2.24.


 


“Incremental
Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount
of the Incremental Term Loans of such Lender.


 






    	 	23	 



     

    

 


“Incremental
Term Loan Lender” has the meaning set forth in Section 2.24.


 


“Incremental
Term Loan Maturity Date” means the date on which Incremental Term Loans of a Series shall become due and payable in full
hereunder, as specified in the applicable Joinder Agreement, including by acceleration or otherwise.


 


“Incremental
Term Loan Note” means a promissory note in the form of Exhibit B-4, as it may be amended, restated, supplemented
or otherwise modified from time to time.


 


“Incremental
Term Loans” has the meaning set forth in Section 2.24.


 


“Indebtedness”
means, as applied to any Person, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations
with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes
payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (iv) any
obligation owed for all or any part of the deferred purchase price of property or services, including any earn-out obligations
(excluding any such obligations incurred under ERISA), which purchase price is (a) due more than six (6) months from
the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all
indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured
thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (vi) the face amount of any
letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings;
(vii) Disqualified Equity Interests, (viii) the direct or indirect guaranty, endorsement (otherwise than for collection
or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the
obligation of another; (ix) any obligation of such Person the primary purpose or intent of which is to provide assurance to
an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied
with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (x) any liability of
such Person for an obligation of another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise
acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether
in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any
balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (a)
or (b) of this clause (x), the primary purpose or intent thereof is as described in clause (ix) above; and (xi) all
obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including any Interest
Rate Agreement and any Currency Agreement, in each case, whether entered into for hedging or speculative purposes.


 






    	 	24	 



     

    

 


“Indemnified
Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages),
penalties, claims (including Environmental Claims), actions, judgments, suits, costs (including the costs of any investigation,
study, sampling, testing, abatement, cleanup, removal, remediation or other necessary response action related to the Release or
presence of any Hazardous Materials), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees
and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding or hearing
commenced or threatened by any Person (including any Loan Party or its Subsidiaries), whether or not any such Indemnitee shall
be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity),
whether direct, indirect, special or consequential and whether based on any federal, state or foreign laws, statutes, rules or
regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law
or equitable cause or on tort, contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee,
in any manner relating to or arising out of (i) this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby (including the Lenders’ agreement to make Credit Extensions, the syndication of the credit facilities provided
for herein or the use or intended use of the proceeds thereof, or any enforcement of any of the Loan Documents (including any sale
of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty)); (ii) any commitment
letter delivered by any Agent or any Lender to the Borrower with respect to the transactions contemplated by this Agreement; (iii) any
Environmental Claim relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership,
or practice of any Loan Party or any of its Subsidiaries; or (iv) any Loan or the use of proceeds thereof.


 


“Indemnitee”
has the meaning set forth in Section 10.03.


 


“Installment”
has the meaning set forth in Section 2.12(a).


 


“Installment
Date” has the meaning set forth in Section 2.12(a).


 


“Intellectual
Property” has the meaning set forth in the Pledge and Security Agreement.


 


“Intellectual
Property Asset” means, at the time of determination, any interest (fee, license or otherwise) then owned by any Loan
Party in any Intellectual Property.


 


“Intellectual
Property Security Agreements” has the meaning set forth in the Pledge and Security Agreement.


 


“Intercompany
Note” means a promissory note substantially in the form of Exhibit J evidencing Indebtedness owed among Loan Parties
and their Subsidiaries.


 






    	 	25	 



     

    

 


“Intercreditor
Agreement” shall mean the Intercreditor Agreement, dated as of the Second Amendment
Effective DateMarch 25, 2014, among
Holdings, the Borrower, the Subsidiaries party thereto, the Administrative Agent and the Second Lien Agent, as amended, restated,
supplemented or otherwise modified from time to time.


 


“Interest Coverage
Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Adjusted EBITDA for the four-Fiscal-Quarter
period then ended to (ii) Consolidated Cash Interest Expense for such four-Fiscal-Quarter period.


 


“Interest Payment
Date” means with respect to (i) any Loan that is a Base Rate Loan (including any Swing Line Loan), each of March 31,
June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the ClosingRestatement
Effective Date and the final maturity date of such Loan; and (ii) any Loan that is a Eurodollar Rate Loan, the
last day of each Interest Period applicable to such Loan; provided, that in the case of each Interest Period of longer than
three (3) months “Interest Payment Date” shall also include each date that is three (3) months, or an integral
multiple thereof, after the commencement of such Interest Period.


 


“Interest Period”
means, in connection with a Eurodollar Rate Loan, an interest period of one-, two-, three- or six-months (or, if consented to by
all of the applicable Lenders, nine or twelve months), as selected by the Borrower in the applicable Borrowing Notice or Conversion/Continuation
Notice, (i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter,
commencing on the day on which the immediately preceding Interest Period expires; provided, that (a) if an Interest
Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business
Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding
Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (c)
and (d), of this definition, end on the last Business Day of a calendar month; (c) no Interest Period with respect to any
portion of any Class of Term Loans shall extend beyond such Class’s Term Loan Maturity Date; and (d) no Interest Period
with respect to any portion of the Revolving Loans shall extend beyond the Revolving Commitment Termination Date.


 


“Interest Rate
Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest
rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate
exposure associated with Holdings’ and its Subsidiaries’ operations and not for speculative purposes.


 


“Interest Rate
Determination Date” means, with respect to any Interest Period, the date that is two (2) Business Days prior to
the first day of such Interest Period.


 


“Internal Revenue
Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and
any successor statute.


 






    	 	26	 



     

    

 


“Interpolated
Rate” means, in relation to the LIBO Rate for any Loan, the rate which results from interpolating on a linear basis between:
(a) the applicable LIBO Rate for the longest period (for which that LIBO Rate is available) which is less than the Interest Period
of that Loan and (b) the applicable LIBO Rate for the shortest period (for which that LIBO Rate is available) which exceeds the
Interest Period of that Loan, each as of approximately 11:00
a.m. (London, England time) two Business Days prior to the
commencement of such Interest Period of that Loan.


 


“Investment”
means (i) any direct or indirect purchase or other acquisition by any Loan Party or any of its Subsidiaries of, or of a beneficial
interest in, any of the Securities of any other Person; (ii) any direct or indirect redemption, retirement, purchase or other
acquisition for value, by any Loan Party or its Subsidiaries from any Person, of any Equity Interests of such Person; (iii) any
direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts
and similar expenditures in the ordinary course of business) or capital contributions by any Loan Party or any of its Subsidiaries
to any other Person, including all indebtedness and accounts receivable from that other Person that are not current assets or did
not arise from sales or services rendered to that other Person in the ordinary course of business and (iv) all investments
consisting of any exchange traded or over the counter derivative transaction, including any Interest Rate Agreement and Currency
Agreement, whether entered into for hedging or speculative purposes. The amount of any Investment of the type described in clauses (i),
(ii) and (iii) shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments
for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.


 


“Issuance Notice”
means an Issuance Notice substantially in the form of Exhibit A-3.


 


“Issuing Bank”
means (i) Barclays Bank PLC as Issuing Bank hereunder, together
with its permitted successors and assigns in such capacity (and
(ii) any other Revolving Lender reasonably satisfactory to the Borrower (and which Revolving Lender agrees in its sole discretion
to issue such Letters of Credit); it being understood that each
of Barclays and Credit Suisse shall notonly
be obligated to issue any commercialstandby
letters of credit hereunder).


 


“Joinder Agreement”
means an agreement substantially in the form of Exhibit K.


 


“Joint Lead
Arrangers” means, collectively, Barclays, GECM,
RBC Capital and DBSI,CONA, SunTrust Robinson Humphrey,
Inc., CS Securities and Royal Bank, each in their respective
capacities as joint lead arrangers and joint bookrunners of the credit facilities contemplated hereunder.


 


“Joint Venture”
means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided,
that in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party,
other than Majority-Owned Joint Ventures.


 


“LCA
Election” has the meaning specified in Section 1.04.


 


“LCA
Test Time” has the meaning specified in Section 1.04.


 






    	 	27	 



     

    

 


“Lender”
means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto
pursuant to an Assignment Agreement or,
a Joinder Agreement, or a Refinancing Agreement, as the case may be.
Unless the context clearly indicates otherwise, the term “Lenders” shall include the Swing Line Lender.
For avoidance of doubt, each Extending Lender shall continue to be a Lender.


 


“Lender Counterparty”
means (i) each Lender, each Agent and each of their respective Affiliates counterparty
to a Hedge Agreement (including any Person who is an Agent or a Lender (and any Affiliate thereof) as of the ClosingRestatement
Effective Date but subsequently, whether before or after entering into a Hedge Agreement, ceases to be an Agent or a
Lender, as the case may be) and (ii) with respect to the Existing Rate Agreement, HSBC Bank USA,
National Association and its affiliates and assignees.


 


“Letter of Credit”
means a commercial or standby letter of credit issued or to be issued by the Issuing Bank pursuant to this Agreement and including
each Existing Letter of Credit.


 


“Letter of Credit
Commitment” means the obligation of an Issuing Bank to issue, and of the Lenders having a Revolving Commitment to participate
in, Letters of Credit pursuant to Section 2.04.


 


“Letter of Credit
Sublimit” means the lesser of (i) $10,000,000 and (ii) the aggregate unused amount of the Revolving Commitments
then in effect.


 


“Letter of Credit
Usage” means, as at any date of determination, the sum of (i) the maximum aggregate amount which is, or at any time
thereafter may become, available for drawing under all Letters of Credit then outstanding, and (ii) the aggregate amount of
all drawings under Letters of Credit honored by the Issuing Bank and not theretofore reimbursed by or on behalf of the Borrower.


 


“Leverage Ratio”
means the ratio as of the applicable date of determination of (i) Consolidated Total Debt as of such day to (ii) Consolidated
Adjusted EBITDA for the four-Fiscal-Quarter period most recently ended for which quarterly financial statements have been made
available to the Lenders.


 


“Lien”
means (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement
to give any of the foregoing, any conditional sale or other title retention agreement, and any lease or license in the nature thereof)
and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (ii) in the
case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.


 


“Limited
Condition Acquisition” means any Permitted Acquisition or other Investment permitted hereunder by Holdings or
one or more of its Subsidiaries whose consummation is not
conditioned on the availability of, or on obtaining, third party financing.


 


 






    	 	28	 



     

    

 


“Loan”
means a Tranche BRestatement
Effective Date Term Loan, a Revolving Loan, a Swing Line Loan and,
an Incremental Term Loan or any Other Loan (to the extent made under
and in accordance with this Agreement).


 


“Loan Document”
means any of this Agreement, the Notes, if any, the Security Documents, the
Fee Letter, any documents or certificates executed by the Borrower in favor of the Issuing Bank relating to Letters
of Credit, and all other documents, instruments or agreements executed and delivered by a Loan Party for the benefit of any Agent,
the Issuing Bank or any Lender in connection herewith on or after the date hereof.
(including, without limitation, each intercreditor or subordination
agreement entered into in connection with the Obligations, if any). For the avoidance of doubt, “Loan Documents” includes
any Refinancing Agreement, Joinder Agreement or Extension Agreement.


 


“Loan Party”
means the Borrower and each Guarantor.


 


“Majority Owned
Joint Venture” means, with respect to any Person, a Joint Venture to which such Person is a party wherein such Person
owns an equity interest in such Joint Venture greater than 50%.


 


“Margin Stock”
as defined in Regulation U of the Board of Governors as in effect from time to time.


 


“Material Adverse
Effect” means any event, change, effect, development, circumstance or condition that has caused or could reasonably be
expected to cause a material adverse change, material adverse effect on and/or material adverse developments with respect to (i) the
business, assets, liabilities, operations, management, condition (financial or otherwise), or results of operations of the Loan
Parties and their Subsidiaries taken as a whole; (ii) the ability of any Loan Party to fully and timely perform its Obligations;
(iii) the legality, validity, binding effect or enforceability against a Loan Party of a Loan Document to which it is a party;
or (iv) the rights, remedies and benefits available to, or conferred upon, any Agent and any Lender or any Secured Party under
any Loan Document.


 


“Material Contract”
means any contract or other arrangement to which any Loan Party or any of its Subsidiaries is a party (other than the Loan Documents)
for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.


 


“Material Indebtedness”
means Indebtedness (other than the Loans and Letters of Credit) of any one or more of the Loan Parties or any Subsidiary in an
individual principal amount (or Net Mark-to-Market Exposure) of $5,000,000 or more.


“Material Real
Estate Asset” means (i) any fee-owned Real Estate Asset having a fair market value in excess of $2,500,000 as of
the date of the acquisition thereof or (ii) any Real Estate Asset that the Required Lenders have determined is material to
the business, general affairs, assets, liabilities, operations, management, condition (financial or otherwise), stockholders’
equity, results of operations or value of any Loan Party or any Subsidiary thereof, including the Borrower.


 


 






    	 	29	 



     

    

 


“Moody’s”
means Moody’s Investor Services, Inc.


 


“Mortgage”
means a Mortgage in form and substance reasonably satisfactory
to the Collateral Agent and the Administrative Agent.


 


“Multiemployer
Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) or
Section 4001(a)(3) of ERISA.


 


“NAIC”
means The National Association of Insurance Commissioners, and any successor thereto.


 


“Narrative Report”
means, with respect to the financial statements for which such narrative report is required, a narrative report describing the
operations of Holdings and its Subsidiaries in the form prepared for presentation to senior management thereof for the applicable
Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to
which such financial statements relate.


 


“Net Cash Proceeds”
means (a) with respect to any Asset Sale, an amount equal to: (i) Cash payments (including any Cash received by way of
deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received
by Holdings or any of its Subsidiaries from such Asset Sale, minus (ii) any bona fide direct costs incurred in connection
with such Asset Sale, including (1) income or gains taxes payable by the seller as a result of any gain recognized in connection
with such Asset Sale, (2) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any
Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid
under the terms thereof as a result of such Asset Sale, (3) a reasonable reserve for any indemnification payments (fixed or
contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset
Sale undertaken by Holdings or any of its Subsidiaries in connection with such Asset Sale and (4) reasonable costs and expenses
associated therewith, including reasonable legal fees and expenses; (b) (i) any Cash payments or proceeds received by Holdings
or any of its Subsidiaries (1) under any casualty insurance policy in respect of a covered loss thereunder (excluding proceeds
of business interruption insurance to the extent such proceeds constitute compensation for lost earnings and proceeds) or (2) as
a result of the taking of any assets of Holdings or any of its Subsidiaries by any Person pursuant to the power of eminent domain,
condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking,
minus (ii) (1) any actual and reasonable costs incurred by Holdings or any of its Subsidiaries in connection with the
adjustment or settlement of any claims of Holdings or such Subsidiary in respect thereof, (2) any bona fide direct costs incurred
in connection with any sale of such assets as referred to in preceding clause (i)(2), including income taxes payable as a
result of any gain recognized in connection therewith and (3) reasonable costs and expenses associated therewith, including
reasonable fees and expenses; and (c) with respect to any issuance or incurrence of Indebtedness, the Cash proceeds thereof,
net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable
legal fees and expenses.


 






    	 	30	 



     

    

 


“Net Mark-to-Market
Exposure” of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized
profits of such Person arising from Hedge Agreements or other Indebtedness of the type described in clause (xi) of the definition
thereof. As used in this definition, “unrealized losses” means the fair market value of the cost to such Person of
replacing such Hedge Agreement or such other Indebtedness as of the date of determination (assuming the Hedge Agreement or such
other Indebtedness 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 Hedge Agreement or such other Indebtedness as of the date of determination (assuming
such Hedge Agreement or such other Indebtedness were to be terminated as of that date).


 


“Non-Consenting
Lender” has the meaning set forth in Section 2.23.


 


“Non-Public
Information” means information which has not been disseminated in a manner making it available to investors generally,
within the meaning of Regulation FD.


 


“Non-Subsidiary
Guarantor” has the meaning set forth in Section 4.02.


 


“Non-U.S. Lender”
has the meaning set forth in Section 2.20(c).


 


“Note”
means a Tranche BRestatement
Effective Date Term Note, an Incremental Term Loan Note, a Revolving Loan Note or a Swing Line Note.


 


“Notice”
means a Borrowing Notice, an Issuance Notice, or a Conversion/ Continuation Notice.


 


“Obligations”
means all obligations of every nature of each Loan Party, including obligations from time to time owed to Agents (including former
Agents), the Joint Lead Arrangers, Lenders or any of them and Lender Counterparties, under any Loan Document or Hedge Agreement,
whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such
Loan Party, would have accrued on any Obligation, whether or not a claim is allowed against such Loan Party for such interest in
the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge
Agreements, fees, expenses, indemnification or otherwise.


 


“Obligee Guarantor”
has the meaning set forth in Section 7.07.


 


“OFAC”
has the meaning specified in the definition of Sanctions.


 


“Offer”
has the meaning set forth in Section 2.13(c).


 


“Offer Loans”
has the meaning set forth in Section 2.13(c).


 


“Officer’s
Certificate” means an Officer’s Certificate
substantially in the form of Exhibit G-1.


 


“Organizational
Documents” means with respect to any Person all formation, organizational and governing documents, instruments and agreements,
including (i) with respect to any corporation, its certificate or articles of incorporation or organization and its by-laws,
(ii) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement, (iii) with
respect to any general partnership, its partnership agreement and (iv) with respect to any limited liability company, its
articles of organization and its operating agreement. In the event any term or condition of this Agreement or any other Loan Document
requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to
any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental
official.


 






    	 	31	 



     

    

 


“Original
Closing Date” means the Closing Date under the Existing Credit Agreement,
which occurred on October 10, 2012.


 


“Original
Obligations” has the meaning assigned to the term “Obligations” in the Existing Credit Agreement.


 


“Other
Loans” means any Incremental Term Loans, any Credit Agreement Refinancing Term Loans, any Extended Term Loans and/or any
Other Revolving Loans, as the context requires. 


 


“Other
Revolving Commitments” means any Incremental Revolving Commitments, any Credit Agreement Refinancing Revolving Commitments
(and any letters of credit or swing line loans made thereunder, if any), and/or any Extended Revolving Commitments, as the context
requires.


 


“Other
Revolving Loans” means any Incremental Revolving Loans, Credit Agreement Refinancing Revolving Loans and/or any Extended
Revolving Loans, as the context requires.


 


“Other Taxes”
means any and all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies
(and interest, fines, penalties and additions related thereto) arising from any payment made under or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.


 


“Participant
Register” has the meaning set forth in Section 10.06(g)(iv).


 


“PATRIOT Act”
has the meaning set forth in Section 3.01(p).


 


“PBGC”
means the Pension Benefit Guaranty Corporation or any successor thereto.


 


“Pension Plan”
means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 or Section 430 of the
Internal Revenue Code or Section 302 of ERISA.


 


“Perfection
Certificate” means a certificate in form reasonably
satisfactory to the Collateral Agent that provides information with respect to the personal or mixed property of each Loan Party.


 






    	 	32	 



     

    

 


“Permits”
means any permit, provider number, approval, authorization, license, registration, accreditation, certification, certificate of
authority, variance, permission, franchise, qualification, order, filing or consent required from a Governmental Authority or other
Person under an applicable Requirement of Law.


 


“Permitted Acquisition”
means any acquisition by the Borrower or any Wholly-Owned Subsidiary Guarantor, whether by purchase, merger or otherwise, of all
or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person;
provided, that:


 


(i)immediately
prior to, and after giving effect thereto, (x) no Default or Event of Default shall have occurred and be continuing or would
result therefrom and (y) the representations and warranties contained herein shall be true and correct in all material respects,
except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations
and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that
to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation
or warranty shall be true and correct in all respects.


 


(ii)all
transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and
in conformity with all applicable Governmental Authorizations;


 


(iii)in
the case of the acquisition of Equity Interests, all of the Equity Interests (except for any such Securities in the nature of directors’
qualifying shares required pursuant to applicable law) acquired or otherwise issued by such Person or any newly formed Subsidiary
of the Borrower in connection with such acquisition shall be owned 100.0% by the Borrower or a Subsidiary Guarantor thereof,
and the Borrower shall have taken, or caused to be taken, within thirty (30) days after the date such Person becomes a Subsidiary
of the Borrower, each of the actions set forth in Sections 5.10 and/or 5.11, as applicable;


 


(iv)Holdings
and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.07 on a pro forma basis
after giving effect to such acquisition as of the last day of the Fiscal Quarter most recently ended (as determined in accordance
with the definition of Consolidated Adjusted EBITDA);


 


(v)if such
proposed acquisition is for consideration in excess of $10,000,00030,000,000,
the Borrower shall have delivered to the Administrative Agent (A) at least 10 Business Days prior to such proposed acquisition,
(i) a Compliance Certificate evidencing compliance with the financial
covenants set forth in Section 6.07 as required under clause (iv) above and (ii) all other relevant
financial information with respect to such acquired assets, including the aggregate Acquisition Consideration for such acquisition
and any other information required to demonstrate compliance with the
financial covenants set forth in Section 6.07 and (B) promptly upon request by the Administrative Agent,
(i) a copy of the purchase agreement related to the proposed Permitted Acquisition (and any related documents reasonably requested
by the Administrative Agent) and (ii) quarterly and annual financial statements of the Person whose Equity Interests or assets
are being acquired for the twelve-month period immediately prior to such proposed Permitted Acquisition, including any audited
financial statements that are available;


 






    	 	33	 



     

    

 


(vi)any
Person or assets or division as acquired in accordance herewith (y) shall be in
same business or lines of business (or a Person that owns or develops software used in the business of Holdings and its Subsidiaries)
in which the Borrower and/or its Subsidiaries are engaged as of the ClosingRestatement
Effective Date or any business that is similar, reasonably related, incidental or ancillary thereto
and (z) other than with respect to such Permitted Acquisitions the Acquisition Consideration with respect thereto is less than
$25,000,000 during the term of this Agreement, shall have generated positive cash flow for the four-quarter period most recently
ended prior to the date of such acquisition;; and


 


(vii)such
acquisition shall be consensual and shall have been approved by the target’s board of directors;
and.


 


(viii)
the aggregate unused portion of the Revolving Commitments at such time (after giving effect to the consummation of the respective
acquisition and any financing thereof) shall equal or exceed $20,000,000.


 


“Permitted
Liens” means each of the Liens permitted pursuant to Section 6.02.


 


“Permitted Refinancing”
means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person;
provided, that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount
(or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount
equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred,
in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments
unutilized thereunder; (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal
to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted
Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended (except by virtue of amortization
of or prepayment of Indebtedness prior to such date of determination); (c) at the time thereof, no Default or Event of Default
shall have occurred and be continuing; (d) to the extent such Indebtedness being modified, refinanced, refunded, renewed or
extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension
is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the
documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended; (e) the original obligors
in respect of such Indebtedness being modified, refinanced, refunded, renewed or extended (at
such time as such Indebtedness is being modified, refinanced, refunded, renewed or extended) remain the only obligors
thereon; and (f) the terms and conditions of any such modification, refinancing, refunding, renewal or extension, taken as
a whole, are not materially less favorable to the Lenders than the terms and conditions of the Indebtedness being modified, refinanced,
refunded, renewed or extended.


 






    	 	34	 



     

    

 


“Permitted
Liens” means each of the Liens permitted pursuant to Section 6.02.


 


“Person”
means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts or other organizations, whether or not legal entities, and Governmental Authorities.


 


“Platform”
has the meaning set forth in Section 5.01(l).


 


“Pledge and
Security Agreement” means thethat
certain Pledge and Security Agreement to be executed bydated
October 10, 2012 among the Borrower and,
each Guarantor substantially in the form of Exhibit I, as it mayGrantor
party thereto and the Collateral Agent, as amended and supplemented by Amendment No. 3 and as it may further be amended,
restated, supplemented or otherwise modified from time to time.


 


“Prime Rate”
means the rate of interest last quoted inby
The Wall Street Journal, Money Rates Section as the “Prime
Rate (currently defined as the base rate on corporate loans posted by at least 75.0% of the nation’s
thirty (30) largest banks), as in effect from time to time. The
Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The”
in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal
Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan”
rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative
Agent) or any other Lender
may make commercial loans or other loans at rates of interest at, above or below the Prime Ratesimilar
release by the Federal Reserve Board (as determined by the Administrative Agent).


 


“Principal Office”
means, for each of the Administrative Agent, the Swing Line Lender and the Issuing Bank, such Person’s “Principal Office”
as set forth on Schedule 1.01(c), or such other office or office of a third party or sub-agent, as appropriate, as
such Person may from time to time designate in writing to the Borrower, the Administrative Agent and each Lender.


 


“Projections”
has the meaning set forth in Section 4.08.


 


“Pronet”
means, Pronet Imaging Medical Group, Inc., a California corporation.


 


“Pro Rata Share”
means, (ia)
with respect to all payments, computations and other matters relating to the Tranche B Term
Loan of a given Class of any Lender,
the percentage obtained by dividing (a) the Tranche B at
any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of
the Term Loan Exposure of that Lender by (b)such
Class of such Lender at such time and the denominator of which is the aggregate Tranche
B Term Loan Exposure of such Class of all
Lenders at such time; (iib)
with respect to all payments, computations and other matters relating to the Revolving Commitment or Revolving Loans of any Lender
orand any
Letters of Credit issued or participations purchased therein by any Lender or any participations in any Swing Line Loans purchased
by any Lender, the percentage obtained by dividing (a) at
any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of
the Revolving Exposure of that Lender by (b)and
the denominator of which is the aggregate Revolving Exposure of all Lenders
at such time; and (iiic)
with respect to all payments, computations, and other matters relating to the
Incremental Term Loan Commitments or Incremental Term Loans of any
Lender with respect to a particular Series, the percentage obtained by dividing (a)
at any time a fraction (expressed as a percentage, carried out to the
ninth decimal place), the numerator of which is the amount of the Incremental Term Loan Exposure of thatsuch
Lender with respect to that Series by (b) thesuch
particular Series at such time and the denominator of which is the aggregate Incremental Term Loan Exposure of all Lenders
with respect to that Series. For all other purposes with respect to each Lender, “Pro Rata
Share” means the percentage obtained by dividing (A) an amount equal to
the sum of the Tranche B Term Loan Exposure, the Revolving Exposure and the Incremental Term Loan
Exposure of that Lender, by (B) an amount equal to the sum of
the aggregate Tranche B Term Loan Exposure, the aggregate Revolving Exposure and the aggregate Incremental Term Loan Exposure of
all Lenders.such particular Series at such time.


 






    	 	35	 



     

    

 


“Qualified ECP
Guarantor” means, in respect of any Swap Obligations, each Loan Party that has total assets exceeding $10,000,000 at
the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation
or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations
promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by
entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“RBC
Capital” means, RBC Capital Markets.2


 


“Real Estate
Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Loan Party in
any real property.


 


“Refinancing
Agreement” means any agreement establishing and setting forth the terms of a Credit Agreement Refinancing Facility.


 


“Refinancing
Debt Requirements” means, with respect to any Credit Agreement Refinancing Debt, the following requirements:


 


(a)the
principal amount of such Credit Agreement Refinancing Debt does not exceed the principal
amount of the Indebtedness refinanced by such Credit Agreement
Refinancing Debt (the “Refinanced Debt”) except by an
amount equal to the unpaid accrued interest and premium thereon,
defeasance costs, underwriting discounts and other reasonable amounts paid and fees, commissions and expenses (including upfront
fees, original issue discount and initial yield payments) incurred in connection with the incurrence of such Credit Agreement Refinancing
Debt, an amount equal to any existing commitments unutilized under such Refinanced Debt and any other amounts permitted to be incurred
pursuant to Section 6.01 (provided that any such additional amounts shall satisfy the other requirements set forth in this
definition and with such additional amounts constituting a utilization of the relevant basket or exception pursuant to which such
amounts are permitted and, if such Credit Agreement Refinancing Debt is secured, the Lien securing such Credit Agreement Refinancing
Debt is permitted under Section 6.02);


 


 





 






		2	RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada
and its affiliates.

 



    	 	36	 



     

    

 


(b)(i)
neither the Borrower nor any Guarantor shall be an obligor or guarantor of such Credit Agreement Refinancing Debt except
to the extent that such Person was such an obligor or guarantor
in respect of the Refinanced Debt at the times of the incurrence of such Credit Agreement Refinancing Debt or the Borrower or Guarantor
becomes an obligor or guarantor of the Refinanced Debt at such time and (ii) such Credit Agreement Refinancing Debt is not
secured by any asset not securing (or of the type required to secure) the Refinanced Debt or such asset becomes Collateral for
the Refinanced Debt at the time of incurrence of such Credit Agreement Refinancing Debt;


 


(c)such
Credit Agreement Refinancing Debt shall (1) either (x) have a Weighted Average Life to Maturity at least equal to (and no
shorter than) the Weighted Average Life to Maturity of the Refinanced Debt (unless such Credit Agreement Refinancing Debt is revolving
Indebtedness) or (y) have a Weighted Average Life to Maturity at least equal to (and no shorter than) the Weighted Average Life
to Maturity of the Restatement Effective Date Term Loans and (2) have a final maturity date equal to or later than (and if
such Credit Agreement Refinancing Debt is revolving Indebtedness, does not require scheduled amortization or mandatory commitment
reduction prior to) the final maturity date of the Refinanced Debt;


 


(d)subject
to the Intercreditor Agreement, such Credit Agreement Refinancing Debt may be pari passu with or junior to any then-existing
Class of Loans in right of payment and may be pari passu with or junior to such Class of Loans with respect to security or
unsecured; provided that any Credit Agreement Refinancing Debt that is pari passu with or junior to any then-existing Class
of Loans with respect to security and is documented in a separate agreement or agreements shall be subject to an intercreditor
agreement in form and substance reasonably satisfactory to the Administrative Agent;


 


(e)subject
to the Intercreditor Agreement, if the Refinanced Debt is (i) secured, (x) such Credit Agreement Refinancing Debt shall only
be secured on the same or subordinated basis (including relative priority) as the Refinanced Debt (but may be unsecured) and
(y) shall only have (1) a Lien on assets constituting Collateral in which the Collateral Agent has a Lien or in which the
Collateral Agent is granted a Lien concurrently with the incurrence or issuance of such Credit Agreement Refinancing Debt and (2) a
perfected Lien on any assets constituting Collateral in which the Collateral Agent has a perfected Lien or as to which a Lien in
favor of the Collateral Agent is perfected concurrently with the incurrence or issuance of such Credit Agreement Refinancing Debt,
and shall be subject to intercreditor arrangements on terms reasonably acceptable to the Administrative Agent and (ii) subordinated
in right of payment to the Obligations, the Credit Agreement Refinancing Debt is subordinated in right of payment to the Obligations
on terms not materially less favorable (taken as a whole) to the Lenders as those contained in the documentation governing such
Refinanced Debt (as reasonably determined by the Borrower);


 


 






    	 	37	 



     

    

 


(f)such
Credit Agreement Refinancing Debt has covenants, terms and conditions (including, if applicable, as to collateral, but excluding
(1) as to subordination, interest rates (including through fixed interest rates), interest rate margins, rate floors, fees, funding
discounts, original issue discounts and redemption or prepayment terms and premiums and any other matter set forth in clauses (a)
through (e) above and (2) covenants or other provisions applicable only to periods after the latest Term Loan Maturity Date
(if such Credit Agreement Refinancing Debt constitutes term loans or notes) or the latest Revolving Commitment Termination Date
(if such Credit Agreement Refinancing Debt constitutes revolving Indebtedness), in each case, at the time of the incurrence or
issuance of such Indebtedness), taken as a whole, are not materially more restrictive (when taken as a whole) than the terms and
conditions of the Refinanced Debt, as reasonably determined by the Borrower, unless such terms and conditions constitute then-current
market terms for the applicable type of Credit Agreement Refinancing Debt or are otherwise reasonably acceptable to the Administrative
Agent; provided, that in the case of Credit Agreement Refinancing Debt in the form of (x) term loans that are pari passu with
the Restatement Effective Date Term Loans in right of payment and with respect to security, the holders thereof may decline to
participate in any voluntary prepayments and/or to receive on a pro rata or less than pro rata basis any mandatory prepayments,
and (y) revolving loans that are pari passu with the Revolving Loans (made under the Revolving Commitments) in right of payment
and with respect to security may provide for the lenders thereof to elect lesser payments or commitment reductions in respect of
such revolving loans;


 


(g)in
the case of any Credit Agreement Refinancing Revolving Facility,
(i) the borrowing and repayment (except (x) payments of interest and fees at different rates in respect of any then-existing
Revolving Commitments and such Credit Agreement Refinancing Debt (and related outstandings), (y) repayments required on the
maturity date of any then-existing Revolving Commitments and (z) repayments made in connection with any permanent repayment
and termination of commitments (subject to clause (iv) below) in respect of such Credit Agreement Refinancing Debt) after
the incurrence or issuance of such Credit Agreement Refinancing Debt shall be made on a pro rata basis with the then-existing Revolving
Commitments, (ii) all swingline loans and letters of credit shall be participated on a pro rata basis by all Revolving Lenders
of the applicable Class, (iii) assignments and participations of such Credit Agreement Refinancing Debt shall be governed
by the assignment and participation provisions set forth in Section 10.06 and (iv) no termination of Commitments in respect
of such Credit Agreement Refinancing Debt and no repayment thereof accompanied by a corresponding permanent reduction in such Commitments
shall be permitted unless (x) such Class of Commitments in respect of such Credit Agreement Refinancing Debt is the earliest
maturing Class of then-existing Revolving Commitments or (y) such termination or repayment (and corresponding reduction) is
accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable,
of all then-existing Revolving Loans or Revolving Commitments; and


 


(h)the
Administrative Agent, the institutions providing such Credit Agreement Refinancing Debt and the Borrower have consented to such
Credit Agreement Refinancing Debt.


 


“Refunded Swing
Line Loans” has the meaning set forth in Section 2.03(b)(iv).


 






    	 	38	 



     

    

 


“Register”
has the meaning set forth in Section 2.07(b).


 


“Regulation D”
means Regulation D of the Board of Governors, as in effect from time to time.


 


“Regulation FD”
means Regulation FD as promulgated by the SEC under the Securities Act and Exchange Act.


 


“Regulation U”
means Regulation U of the Board of Governors, as in effect from time to time.


 


“Reimbursement
Date” has the meaning set forth in Section 2.04(d).


 


“Rejection Notice”
has the meaning set forth in Section 2.12(b).


 


“Related Fund”
means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that
is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.


 


“Release”
means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of
any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous
Material through the air, soil, surface water or groundwater.


 


“Replacement
Lender” has the meaning set forth in Section 2.23.


 


“Repricing
Transaction” means each of (a) the prepayment, repayment, refinancing, substitution, repricing or replacement of all or a
portion of the Restatement Effective Date Term Loans with the proceeds of any Indebtedness having, or resulting in, an Effective
Yield that is less than the Effective Yield applicable to the Restatement Effective Date Term Loans so prepaid, repaid, refinanced,
substituted, repriced or replaced and (b) any amendment,
waiver or other modification to this Agreement that would
have the effect of reducing the Effective Yield applicable to the Restatement Effective Date Term Loans; provided that the primary
purpose of such prepayment, repayment, refinancing, substitution, replacement, amendment, waiver or other modification was to reduce
the Effective Yield applicable to the Restatement Effective Date Term Loans; provided, further, that in no event shall any such
prepayment, repayment, refinancing, substitution, replacement, amendment, waiver or other modification in connection with a Change
of Control, Transformative Acquisition or similar Investment constitute a Repricing Transaction. Any determination by the Administrative
Agent of the Effective Yield for purposes of the definition shall be conclusive and binding on all Lenders, and the Administrative
Agent shall have no liability to any
Person with respect to such determination absent bad faith, gross negligence or willful misconduct.


 


“Required Lenders”
means one or more Lenders having or holding Tranche B Term Loan Exposure, Incremental
Term Loan Exposure and/or Revolving Exposure and representing more than 50.0% of the sum of (i) the aggregate Tranche
B Term Loan Exposure of all Lenders, (ii) the aggregate Revolving Exposure of all Lenders and (iii) the aggregate
Incremental Term Loan Exposure of all Lenders. For purposes of this definition, Required Lenders shall be determined by excluding
all Loans and Commitments held by a Defaulting Lender.


 






    	 	39	 



     

    

 


“Requirements
of Law” means, as to any Person, the governing documents of such Person, and any law, ordinance, policy, manual provision,
guidance, principle of common law, statute, rule or regulation, or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its assets or to which such Person or any of its assets
is subject including, without limitation, the Securities Act, the Exchange Act, Regulations T, U and X of the Board of Governors,
ERISA, the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act, Americans with Disabilities Act of 1990,
the Social Security Act, any Health Care Law, Environmental Law, and any certificate of occupancy, zoning ordinance, building,
environmental or land use requirement or Permit or environmental, labor, employment, occupational safety or health law, rule or
regulation, including environmental, health or safety laws (including, without limitation, those applicable to the disposal of
medical waste).


 


“Restatement
Effective Date Term Loan” means any term loan made by a Lender to the Borrower on the Restatement Effective Date pursuant
to Section 2.01(a).


 


“Restatement
Effective Date Term Loan Commitment” means the commitment
of a Lender to make or otherwise fund a Restatement Effective
Date Term Loan and “Restatement Effective Date Term Loan
Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Restatement
Effective Date Term Loan Commitment as of the Restatement Effective Date is set forth on Schedule 1.01(a) hereto. The aggregate
amount of Restatement Effective Date Term Loan Commitments as of the Restatement Effective Date is $485,000,000.


 


“Restatement
Effective Date Term Loan Maturity Date” has the meaning
set forth in the definition of Term Loan Maturity Date.


 


“Restricted
Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any
class of stock of Holdings, the Borrower or any of their respective Subsidiaries (or any direct or indirect parent of the Borrower
or Holdings) now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to the holders of
that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct
or indirect, of any shares of any class of stock of Holdings or the Borrower or any of their respective Subsidiaries (or any direct
or indirect parent thereof) now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of,
any outstanding warrants, options or other rights to acquire shares of any class of stock of any Loan Party or any of their respective
Subsidiaries (or any direct or indirect parent of any Loan Party) now or hereafter outstanding; and (iv) any payment or prepayment
of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in substance or legal
defeasance), sinking fund or similar payment with respect to any Indebtedness permitted under Section 6.01(c) or (n).


 






    	 	40	 



     

    

 


“Revolving Commitment”
means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in Letters of Credit
and Swing Line Loans hereunder and “Revolving Commitments” means such commitments of all Lenders in the aggregate.
The amount of each Lender’s Revolving Commitment, if any, is set forth on Schedule 1.01(b) or in the applicable
Assignment Agreement or,
Joinder Agreement or Refinancing Agreement, as applicable,
subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Revolving Commitments
as of the ClosingRestatement
Effective Date is $101,250,000.00117,500,000.


 


“Revolving Commitment
Fee Percentage” means, as at any date of determination,
a rate per annum equal to 0.50%.


 


“Revolving Commitment
Period” means the period from the ClosingRestatement
Effective Date to but excluding the Revolving Commitment Termination Date.


 


“Revolving
Commitment Termination Date” means the earliest to occur of (i) the fifth anniversary of the ClosingRestatement
Effective Date, (ii) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.13(b),
and (iii) the date of the termination of the Revolving
Commitments pursuant to Section 8.01 and (iv) October 1, 2017 if the Senior Notes
have not been ; provided that all Revolving Loans shall
become immediately due and payable, and all Revolving Commitments terminated, on September 25, 2020, in the event that the Indebtedness
under the Second Lien Credit Agreement has
not been repaid, refinanced byor
extended prior to such date. If the Revolving Commitment Termination Date falls on a day that is not a Business Day,
then the Revolving Commitment Termination Date shall be the immediately preceding Business Day.


 


“Revolving Exposure”
means, with respect to any Lender as of any date of determination, (i) prior to the termination of the Revolving Commitments,
that Lender’s Revolving Commitment; and (ii) after the termination of the Revolving Commitments, the sum of (a) the
aggregate outstanding principal amount of the Revolving Loans of that Lender, (b) in the case of the Issuing Bank, the aggregate
Letter of Credit Usage in respect of all Letters of Credit issued by the Issuing Bank (net of any participations by Lenders in
such Letters of Credit), (c) the aggregate amount of all participations by that Lender in any outstanding Letters of Credit
or any unreimbursed drawing under any Letter of Credit, (d) in the case of Swing Line Lender, the aggregate outstanding principal
amount of all Swing Line Loans (net of any participations therein by other Lenders), and (e) the aggregate amount of all participations
therein by that Lender in any outstanding Swing Line Loans.


 


“Revolving Lender”
means a Lender that makes a Revolving Loan.


 


“Revolving Loan”
means a Loan made by a Lender to the Borrower pursuant to Section 2.02(a) and/or Section 2.24
and any Other Revolving Loans.


 


“Revolving Loan
Note” means a promissory note in the form of Exhibit B-2, as it may be amended, restated, supplemented or otherwise
modified from time to time.


 






    	 	41	 



     

    

 


“Sanctioned
Jurisdiction” means, at any time, a country, territory or geographical region which is itself the subject or target of any
Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan and Syria).


 


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by U.S. Governmental
Authorities (including, but not limited to, the Office of Foreign Assets Control (“OFAC”), the U.S. Department of State
and the U.S. Department of Commerce), the United Nations Security Council, the European Union, Her Majesty’s Treasury or
any other relevant Governmental Authority.


 


“Sanctions
Laws” means all laws, rules, regulations and requirements of any jurisdiction, including the U.S., applicable to the Borrower,
its Affiliates or any party to the Loan Documents concerning or relating to Sanctions, terrorism or money laundering, including,
without limitation, (a) Executive Order No. 13224 of September 23, 2001 entitled Blocking Property and Prohibiting Transactions
With Persons Who Commit, Threaten to Commit, or Support Terrorism.; (b) the USA PATRIOT Act of 2001; (c) the U.S. International
Emergency Economic Powers Act; (d) the U.S. Trading with
the Enemy Act; (e) the U.S. United Nations Participation
Act; (f) the U.S. Syria Accountability and Lebanese Sovereignty Act; (g) the U.S. Comprehensive Iran Sanctions, Accountability,
and Divestment Act of 2010; (h) the Iran Sanctions Act, Section 1245 of the National Defense Authorization Act of 2012; and (i)
any similar laws, rules, regulations and requirements enacted, administered or enforced by the U.S, the United Nations Security
Council, the European Union, or Her Majesty’s Treasury.


 


“Sanctions
Target” means any Person: (a) that is the subject or target of any Sanctions; (b) named in any Sanctions-related list maintained
by OFAC, the U.S. Department of State, the U.S. Department of Commerce or the U.S. Department of the Treasury, including the “Specially
Designated National and Blocked Person” list; (c) located, organized or resident in a Sanctioned Jurisdiction that is, or
whose government is, the subject or target of Sanctions; (d) which otherwise is, by public designation of the United Nations Security
Council, the European Union, or Her Majesty’s Treasury, the subject or target of any Sanction; (e) with which any party to
the Loan Documents is prohibited from dealing or otherwise engaging in any transaction by any Sanctions Laws; or (f) owned or controlled
by any such Person or Persons described in the foregoing clauses (a)-(f).


 


“S&P”
means Standard & Poor’s Financial Services LLC, a division of The McGraw-Hill Companies, Inc.


 


“SEC”
means the United States Securities and Exchange Commission and any successor Governmental Authority performing a similar function.


 


“Second
Amendment” means the Second Amendment to this Agreement, among the Borrower, the Guarantors, the Administrative
Agent and the Lenders party thereto, dated as of March 25, 2014.


 


“Second
Amendment Effective Date” has
the meaning specified in the Second Amendment.


 






    	 	42	 



     

    

 


“Second
Amendment Term Loans” means the “Incremental Term Loans,” as defined in the Second Amendment.


 


“Second Lien
Agent” means Barclays Bank PLC, in its capacities as administrative agent and collateral agent pursuant to the Second
Lien Credit Agreement, together with its successors and assigns in such capacities.


 


“Second Lien
Credit Agreement” means the Second Lien Credit Agreement, dated as of the Second
Amendment Effective DateMarch 25, 2014,
among Holdings, the Borrower, the lenders from time to time party thereto and the Second Lien Agent, as amended, restated, supplemented
or otherwise modified from time to time.


 


“Second Lien
Incremental Indebtedness” means an amount equal to (a) $100,000,000 minus the aggregate amount of Indebtedness
incurred pursuant to Section 2.24(a)(i) (or any similar incremental “free and clear” basket) of this Agreement
on and after the Restatement Effective Date, plus (b) up to an additional amount of term loans under the Second
Lien Credit Agreement so long as the Consolidated Senior Secured Leverage Ratio (determined on a pro forma basis) is no more than 5.00
to 1.00, in each case, as of the last day of the most recently ended period of four fiscal quarters of Holdings for which
financial statements are internally available, determined on the applicable funding date thereof after giving effect to any such
incurrence and, in each case, excluding the cash proceeds of any such incremental Indebtedness for the purposes of netting; provided
that to the extent the proceeds thereof are used to repay Indebtedness, pro forma effect shall be given to such repayment of Indebtedness,
in each case, to the extent such Indebtedness becomes subject to the Intercreditor Agreement as “Second Lien Obligations”.


 


“Second Lien
Term Loans” have the meaning assigned to the term “Term Loans” in the Second Lien Credit Agreement.


 


“Secured Parties”
has the meaning set forth in the Pledge and Security Agreement.


 


“Securities”
means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing
agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates
of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to
subscribe to, purchase or acquire, any of the foregoing.


 


“Securities
Account” has the meaning set forth in the UCC.


 


“Securities
Account Control Agreement” has the meaning set forth in the Pledge and Security Agreement.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.


 


 






    	 	43	 



     

    

 


“Security Documents”
means the Pledge and Security Agreement, the Mortgages, the Intellectual Property Security Agreements, the Intercreditor
Agreement and all other instruments, documents and agreements delivered by any Loan Party pursuant to this Agreement or any of
the other Loan Documents in order to grant to the Collateral Agent, for the benefit of Secured Parties, a Lien on any assets or
property of that Loan Party as security for the Obligations, including UCC financing statements and amendments thereto and filings
with the U.S. Patent and Trademark Office and the U.S. Copyright Office.


 


“Series”
has the meaning set forth in Section 2.24.


 


“Senior
Notes” means $200,000,000 in aggregate principal amount of the Borrower’s senior unsecured notes due April
1, 2018.


 


“Senior
Notes Documents” means the Senior Notes, the Senior Notes Indenture, and all other instruments, agreements and
other documents evidencing or governing the Senior Notes or providing for any guarantee or other right in respect thereof.


 


“Senior
Notes Indenture” means the Indenture for the Senior Notes, dated as of April 6, 2010.


“Senior Unsecured
Incurrence Test” means, the Leverage Ratio, as of the applicable test date, shall be no greater than 5.00:1.00.


 


“Significant
Subsidiary” manesmeans
any Subsidiary of the Borrower that would be a “significant subsidiary” as defined in Article 1, Rule 1-02
of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation iswas
in effect on the Original Closing Date.


 


“Solvency Certificate”
means a Solvency Certificate of the chief financial officer of Holdings substantially in the form of Exhibit G-2.


 


“Solvent”
means, with respect to any Loan Party, that as of the date of determination, both (i) (a) the sum of such Loan Party’s
debt (including contingent liabilities) does not exceed the present fair saleable value of such Loan Party’s present assets;
(b) such Loan Party’s capital is not unreasonably small in relation to its business as contemplated on the ClosingRestatement
Effective Date and reflected in the Projections or with respect to any transaction contemplated to be undertaken after
the ClosingRestatement
Effective Date; and (c) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably
believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise);
and (ii) such Person is “solvent” within the meaning given that term and similar terms under the Bankruptcy Code
and applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent
liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent
liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).


 


“Subject Transaction”
has the meaning set forth in the definition of Consolidated Adjusted EBITDA.


 






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“Subsidiary”
means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other
business entity of which more than 50.0% of the total voting power of shares of stock or other ownership interests entitled
(without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers,
trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and
policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person or a combination thereof, but excluding any Majority-Owned Joint Venture; provided, that in determining the
percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying
share” of the former Person shall be deemed to be outstanding.


 


“Subsidiary
Guarantor” means each Guarantor other than Holdings, Beverly, Beverly Radiology, Breastlink and Pronet.


 


“Swap Obligation”
means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes
a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.


 


“Swing Line
Commitment” means the obligation of the Swing Line Lender to make Swing Line Loans and of each Lender having a Revolving
Commitment to participate in Swing Line Loans pursuant to Section 2.03.


 


“Swing Line
Lender” means Barclays Bank PLC in its capacity as the Swing Line Lender hereunder, together with its permitted successors
and assigns in such capacity.


 


“Swing Line
Loan” means a Loan made by the Swing Line Lender to the Borrower pursuant to Section 2.03.


 


“Swing Line
Note” means a promissory note in the form of Exhibit B-3, as it may be amended, restated, supplemented or otherwise
modified from time to time.


 


“Swing Line
Sublimit” means the lesser of (i) $10,000,000 and (ii) the aggregate unused amount of Revolving Commitments then
in effect.


 


“Syndication
Agent” has the meaning specified in the preamble hereto.


 


“Tax”
means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding (and interest, fines, penalties
and additions related thereto) of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected,
withheld or assessed; provided, that, “Tax on the overall net income” of a Person shall be construed as a reference
to a tax imposed by the jurisdiction in which that Person is organized or in which that Person’s applicable principal office
(and/or, in the case of a Lender, its lending office) is located or in which that Person (and/or, in the case of a Lender, its
lending office) is deemed to be doing business (other than solely as a result of entering into this Agreement, holding a Loan or
Commitment, receiving payments in connection therewith and/or exercising rights and remedies thereunder) on all or part of the
net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or
to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender, its applicable lending office).


 






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“Term
Lenders” means the Lenders having Term Loan Exposure.


 


“Term Loan”
means a Tranche BRestatement
Effective Date Term Loan and,
an Incremental Term Loan, an Extended Term Loan and/or a Credit Agreement
Refinancing Term Loan, as the context requires.


 


“Term
Lenders” means the Lenders having Tranche B Term Loan Exposure
and the Lenders having Incremental Term Loan Exposure of each applicable Series.


 


“Term Loan Commitment”
means the Tranche Bany
Restatement Effective Date Term Loan Commitment or the,
any Incremental Term Loan Commitment of a Lender, and “Term Loan
Commitments” means such commitments of all Lendersand/or
any Credit Agreement Refinancing Term Commitment, as the context requires.


 


“Term
Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the
Term Loans of such Lender; provided, at any time prior to the making of the Term
Loans, the Term Loan Exposure of any Lender shall be equal
to such Lender’s Term Loan Commitment, or, with regard
to any Joinder Agreement at any time prior to the making of the applicable Incremental Term Loans thereunder, the Term Loan Exposure
of any Lender with respect to the related Incremental Term Loan Commitments shall be equal to such Lender’s Incremental Term
Loan Commitment thereunder.


 


“Term Loan Maturity
Date” means the Tranche B Term Loan Maturity Date and the Incremental Term Loan Maturity
Date of any Series of Incremental Term Loans.(i) with
respect to the Restatement Effective Date Term Loans that have not been extended pursuant to Section 2.25, the earliest of (x) the
seventh anniversary of the Restatement Effective Date and (y) the
date on which all Restatement Effective Date Term
Loans shall become due and payable in full hereunder, whether by acceleration or otherwise (the
“Restatement Effective Date Term Loan Maturity Date”), (ii) with respect to any Extended Series of Extended Term Loans,
the final maturity date as specified in the applicable Extension Request accepted by the respective Lender(s), (iii) with respect
to any Credit Agreement Refinancing Term Loans, the final maturity date as specified in the applicable Refinancing Agreement and
(iv) with respect to any Incremental Loans, the final maturity date as specified in the applicable Joinder Agreement; provided,
in each case, that if such day is not a Business Day, the
applicable Maturity Date shall be the Business
Day immediately preceding such day; provided further that all Term Loans shall become immediately due and payable on September
25, 2020, in the event that the Indebtedness under the Second
Lien Credit Agreement has not been repaid, refinanced or
extended prior to such date.


 


“Terminated
Lender” has the meaning set forth in Section 2.23.


 


“Total Utilization
of Revolving Commitments” means, as at any date of determination, the sum of (i) the aggregate principal amount
of all outstanding Revolving Loans (other than Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or
reimbursing the Issuing Bank for any amount drawn under any Letter of Credit, but not yet so applied), (ii) the aggregate
principal amount of all outstanding Swing Line Loans and (iii) the Letter of Credit Usage.


 






    	 	46	 



     

    

 


“Tranche
B Term Loan” means any Tranche B Term Loan made by a Lender to the Borrower pursuant to Section 2.01(a)
and any Second Amendment Term Loan made by a Lender pursuant to the Second Amendment.


 


“Tranche
B Term Loan Commitment” means the
commitment of a Lender to make or otherwise fund a Tranche B Term Loan and “Tranche
B Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount
of each Lender’s Tranche B Term Loan Commitment, if any, is set forth on such Lender’s
signature page to the First Amendment or, as applicable to the Second Amendment or in the applicable Assignment Agreement,
subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Tranche B Term
Loans as of the Second Amendment Effective Date is (after giving effect to the funding of the Second Amendment
Term Loans) is $415,325,000.


 


“Tranche
B Term Loan Exposure” means, with
respect to any Lender, as of any date of determination, the outstanding principal amount of the Tranche
B Term Loans of such Lender; provided,
that at any time prior to the making of the
Tranche B Term Loans, the Tranche B Term Loan Exposure of any
Lender shall be equal to such Lender’s Tranche B Term Loan Commitment.


 


“Tranche
B Term Loan Maturity Date” means the earliest of (i) the sixth anniversary of the Closing Date, (ii) the
date on which all Tranche B Term Loans shall become due and payable
in full hereunder, whether by acceleration or otherwise and (iii) October 1, 2017 if the Senior
Notes have not been refinanced on or before such date. If the Tranche B Term Loan Maturity Date falls on a day that is
not a Business Day, then the Tranche B Term Loan Maturity Date
shall be the immediately preceding Business Day.


 


“Tranche
B Term Loan Note” means a promissory note in the form of Exhibit B-1, as it may be amended, restated,
supplemented or otherwise modified from time to time.


 


“Transactions”
means, collectively, the borrowing of Loans by the Borrower
under this Agreement contemplated to be funded on the ClosingRestatement
Effective Date, the Restatement Effective Date Refinancing,
the partial repayment of the Existing IndebtednessSecond
Lien Term Loans, and the payment of fees and expenses incurred in connection with the foregoing.


 


“Transaction
Costs” means the fees, costs and expenses payable by Holdings, the Borrower or any of the Borrower’s Subsidiaries
on or before the ClosingRestatement
Effective Date in connection with the transactions contemplated by the Loan DocumentsTransactions.


 


“Transformative
Acquisition” means any acquisition by the Borrower or any Wholly-Owned Subsidiary Guarantor that is either (a) not permitted
by the terms of this Agreement immediately
prior to the consummation of such acquisition or (b) if permitted by
the terms of this Agreement immediately prior to the consummation
of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under this Agreement for the
continuation and/or expansion of their combined operations following the consummation thereof, as reasonably determined by the
Borrower acting in good faith.


 






    	 	47	 



     

    

 


“Type of Loan”
means (i) with respect to either Term Loans or Revolving Loans, a Base Rate Loan or a Eurodollar Rate Loan and (ii) with
respect to Swing Line Loans, a Base Rate Loan.


 


“UCC”
means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.


 


“Unadjusted
Eurodollar Rate Component” means that component of the interest costs to the Borrower in respect of a Eurodollar
Rate Loan that is based upon the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate.


 


“U.S. Lender”
has the meaning set forth in Section 2.20(c).


 


“Weighted Average
Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the
sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity
or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years
(calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (ii) the then
outstanding principal amount of such Indebtedness.


 


“Wholly-Owned
Subsidiary” means, with respect to any Person, any other Person all of the Equity Interests of which (other than (x) directors’
qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable law) are owned by such Person
directly and/or through other wholly-owned Subsidiaries of such Person.


 


“Wholly-Owned
Subsidiary Guarantor” means any Subsidiary Guarantor that is a Wholly-Owned Subsidiary of the Borrower.


 


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under
the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In
Legislation Schedule.


 


Section
1.02 Accounting Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined
herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to
be delivered by Holdings to Lenders pursuant to SectionSections 5.1(a),
5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and
delivered together with the reconciliation statements provided for in Section 5.1(e), if applicable). Subject to the
foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles
and policies in conformity with those used to prepare the Historical Financial Statements.


 






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Section
1.03 Interpretation, Etc. Any of the terms defined herein may, unless the context otherwise requires, be used in
the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be
to an Article, a Section, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use
herein of the word “include” or “including”, when following any general statement, term or matter, shall
not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such
word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but
not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other
items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will”
shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and
“property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights. The terms lease and license shall include sub-lease
and sub-license, as applicable. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine
and neuter forms. Except as otherwise expressly provided herein or therein, any reference in this Agreement or any other Loan
Document to any agreement, document or instrument shall mean such agreement, document or instrument as amended, restated, supplemented
or otherwise modified from time to time, in each case, in accordance with the express terms of this Agreement or such Loan Document.


 


Section
1.04 Limited
Condition Acquisitions. Notwithstanding anything to the contrary herein (including in connection with
any calculation made on a pro forma basis), to the extent that the terms
of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, the Senior Unsecured
Incurrence Test, the First Lien Leverage Ratio or the Leverage Ratio), (ii) determining compliance with representations or warranties,
(iii) testing availability under baskets set forth in the covenants set
forth in this Agreement or (iv) the absence of a Default
or Event of Default as a condition to (A) the consummation of any transaction in connection with any Permitted Acquisition
or other permitted Investment (including the assumption or incurrence of Indebtedness) or (B) the making of any Restricted
Junior Payment, in each case in connection with a Limited Condition Acquisition, at the election of the Borrower (the “LCA
Election”), the determination of whether the relevant condition is satisfied may be made at the time (the “LCA Test
Time”) of (or on the basis of the financial statements for the most recently ended four-Fiscal-Quarter period for which financial
statements have been made available to Lenders at the time of) the execution of the definitive agreement with respect to such Limited
Condition Acquisition; provided that, if the Borrower has made an LCA Election, in connection with measuring compliance with any
covenant following such LCA Test Time and prior to the earlier of the date on which such Limited Condition Acquisition is consummated
or the definitive agreement with respect thereto is terminated or expires, in each case, without consummation of such Limited Condition
Acquisition, any such covenant (including any financial ratio or test or cap prescribed thereunder) shall be calculated on a pro forma
basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of debt
and the proceeds thereof) have been consummated. For the avoidance of doubt, if the Borrower has made an LCA Election and any of
the ratios or baskets for which compliance was determined or tested as of the LCA Test Time are exceeded as a result of fluctuations
in any such ratio or basket (including due to fluctuations of EBITDA of the target of any Limited Condition Acquisition) at or
prior to the consummation of the relevant Limited Condition Acquisition, such ratios or baskets will not be deemed to have been
exceeded as a result of such fluctuations.


 






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Section
1.05 Cashless
Rollovers. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan
Document, to the extent that any Lender extends the maturity date of, or replaces, renews or refinances, any of its then-existing
Loans with any Other Loans or Credit Agreement Refinancing Debt (including under a new credit facility), in each case, to the extent
such extension, replacement, renewal or refinancing is effected by means of a “cashless roll” by such Lender, such
extension, replacement, renewal or refinancing shall be deemed to comply with any requirement hereunder or any other Loan Document
that such payment be made “in Dollars”, “in immediately available funds”, “in same day funds”,
“in cash” or any other similar requirement.


 


Article
II.

LOANS AND LETTERS OF CREDIT


 


Section 2.01Term
Loans.


 


(a)Loan Commitments.
Subject to the terms and conditions hereof, each Lender severally agrees to make, on the Closing
Date, a Tranche BRestatement Effective Date, a Restatement
Effective Date Term Loan to the Borrower in an amount equal to such Lender’s Tranche
BRestatement Effective Date Term Loan Commitment.
The Borrower may make only one borrowing under the Tranche BRestatement
Effective Date Term Loan CommitmentCommitments
which shall be on the ClosingRestatement
Effective Date. Any amount borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not
be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Tranche
BRestatement Effective Date Term Loans shall
be paid in full no later than the Tranche BRestatement
Effective Date Term Loan Maturity Date. Each Lender’s Tranche BRestatement
Effective Date Term Loan Commitment shall terminate immediately and without further action on the ClosingRestatement
Effective Date after giving effect to the funding of such Lender’s Tranche BRestatement
Effective Date Term Loan Commitment on such date.


 


(b)Borrowing Mechanics
for Term Loans.


 


(i)the
Borrower shall deliver to the Administrative Agent a fully executed Borrowing Notice no later than three (3) Business Days
prior to the ClosingRestatement
Effective Date. Promptly upon receipt by the Administrative Agent of such Borrowing Notice, the Administrative Agent
shall notify each Lender of the proposed borrowing.


 


(ii)EachExcept
as otherwise set forth in Amendment No. 3 with respect to Lenders that have elected a cashless rollover of term loans under the
Existing Credit Agreement (which cashless rollover shall occur on the Restatement Effective Date on the terms and conditions set
forth in Amendment No. 3), each Lender shall make its Tranche BRestatement
Effective Date Term Loan available to the Administrative Agent not later than 12:00 p.m. (New York City time) on
the ClosingRestatement
Effective Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by the Administrative
Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds
of the Restatement Effective Date Term Loans available to
the Borrower on the ClosingRestatement
Effective Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by
the Administrative Agent from Lenders to be credited to the account of the Borrower at the Principal Office designated by the Administrative
Agent or to such other account as may be designated in writing to the Administrative Agent by the Borrower.


 






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(c)
Second Amendment Term Loans. The Second Amendment Term Loans will be made in accordance with the Second Amendment.


 


Section 2.02Revolving
Loans.


 


(a)Revolving Commitments.
During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make Revolving
Loans to the Borrower in an aggregate amount up to but not exceeding such Lender’s Revolving Commitment; provided,
that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments
exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.02(a) may be repaid and
reborrowed during the Revolving Commitment Period. Each Lender’s Revolving Commitment shall expire on the Revolving Commitment
Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving
Commitments shall be paid in full no later than such date.


 


(b)Borrowing Mechanics
for Revolving Loans.


 


(i)Except
pursuant to 2.04(d), Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $500,000 and
integral multiples of $100,000 in excess of that amount, and Revolving Loans that are Eurodollar Rate Loans shall be in an aggregate
minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount.


 


(ii)Whenever
the Borrower desires that Lenders make Revolving Loans, the Borrower shall deliver to the Administrative Agent a fully executed
and delivered Borrowing Notice no later than 10:00 a.m. (New York City time) at least three (3) Business Days in advance
of the proposed Credit Date in the case of a Eurodollar Rate Loan, and at least one Business Day in advance of the proposed Credit
Date in the case of a Revolving Loan that is a Base Rate Loan. Except as otherwise provided herein, a Borrowing Notice for a Revolving
Loan that is a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower
shall be bound to make a borrowing in accordance therewith.


 


(iii)Notice
of receipt of each Borrowing Notice in respect of Revolving Loans, together with the amount of each Lender’s Pro Rata Share
thereof, if any, together with the applicable interest rate, shall be provided by the Administrative Agent to each applicable Lender
by telefacsimile with reasonable promptness, but (provided the Administrative Agent shall have received such notice by 10:00
a.m. (New York City time)) not later than 2:00 p.m. (New York City time) on the same day as the Administrative Agent’s
receipt of such Notice from the Borrower.


 






    	 	51	 



     

    

 


(iv)Each
Lender shall make the amount of its Revolving Loan available to the Administrative Agent not later than 12:00 p.m. (New York
City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at the Principal Office designated by the
Administrative Agent. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the
Administrative Agent shall make the proceeds of such Revolving Loans available to the Borrower on the applicable Credit Date by
causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by the Administrative
Agent from Lenders to be credited to the account of the Borrower at the Principal Office designated by the Administrative Agent
or such other account as may be designated in writing to the Administrative Agent by the Borrower.


 


Section 2.03Swing
Line Loans.


 


(a)Swing Line
Loans Commitments. During the Revolving Commitment Period, subject
to the terms and conditions hereof, Swing Line Lender may, from time to time in its discretion, agree to make Swing Line Loans
to the Borrower in the aggregate amount up to but not exceeding the Swing Line Sublimit; provided, that after giving effect
to the making of any Swing Line Loan, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments
then in effect. Amounts borrowed pursuant to this Section 2.03 may be repaid and reborrowed during the Revolving Commitment
Period. Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date. All Swing Line
Loans and all other amounts owed hereunder with respect to the Swing Line Loans shall be paid on the earlier of (x) the date
which is five days after the incurrence thereof and (y) the Revolving Commitment Termination Date.


 


(b)Borrowing Mechanics
for Swing Line Loans.


 


(i)Swing
Line Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount.


 


(ii)Whenever
the Borrower desires that Swing Line Lender make a Swing Line Loan, the Borrower shall deliver to the Administrative Agent a Borrowing
Notice no later than 12:00 p.m. (New York City time) on the proposed Credit Date.


 


(iii)Swing
Line Lender shall make the amount of its Swing Line Loan available to the Administrative Agent not later than 2:00 p.m. (New
York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at the Administrative Agent’s
Principal Office. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Administrative
Agent shall make the proceeds of such Swing Line Loans available to the Borrower on the applicable Credit Date by causing an amount
of same day funds in Dollars equal to the proceeds of all such Swing Line Loans received by the Administrative Agent from Swing
Line Lender to be credited to the account of the Borrower at the Administrative Agent’s Principal Office, or to such other
account as may be designated in writing to the Administrative Agent by the Borrower.


 






    	 	52	 



     

    

 


(iv)With
respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrower pursuant to Section 2.13, Swing
Line Lender may at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower),
no later than 11:00 a.m. (New York City time) at least one Business Day in advance of the proposed Credit Date, a notice (which
shall be deemed to be a Borrowing Notice given by the Borrower) requesting that each Lender holding a Revolving Commitment make
Revolving Loans that are Base Rate Loans to the Borrower on such Credit Date in an amount equal to the amount of such Swing Line
Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which Swing Line Lender
requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such
Revolving Loans made by the Lenders other than Swing Line Lender shall be immediately delivered by the Administrative Agent to
Swing Line Lender (and not to the Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (2) on
the day such Revolving Loans are made, Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed
to be paid with the proceeds of a Revolving Loan made by Swing Line Lender to the Borrower, and such portion of the Swing Line
Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note
of Swing Line Lender but shall instead constitute part of Swing Line Lender’s outstanding Revolving Loans to the Borrower
and shall be due under the Revolving Loan Note issued by the Borrower to Swing Line Lender. The Borrower hereby authorizes the
Administrative Agent and Swing Line Lender to charge the Borrower’s accounts with the Administrative Agent and Swing Line
Lender (up to the amount available in each such account) in order to immediately pay Swing Line Lender the amount of the Refunded
Swing Line Loans to the extent the proceeds of such Revolving Loans made by Lenders, including the Revolving Loans deemed to be
made by Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount
paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of the Borrower from Swing Line Lender in
bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared
among all Lenders in the manner contemplated by Section 2.17.


 


(v)If for
any reason Revolving Loans are not made pursuant to Section 2.03(b)(iv) in an amount sufficient to repay any amounts
owed to Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment
thereof by Swing Line Lender, each Lender holding a Revolving Commitment shall be deemed to, and hereby agrees to, have purchased
a participation in such outstanding Swing Line Loans, and in an amount equal to its Pro Rata Share of the applicable unpaid amount
together with accrued interest thereon. Upon one Business Day’s notice from Swing Line Lender, each Lender holding a Revolving
Commitment shall deliver to Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in
same day funds at the Principal Office of Swing Line Lender. In order to evidence such participation each Lender holding a Revolving
Commitment agrees to enter into a participation agreement at the request of Swing Line Lender in form and substance reasonably
satisfactory to Swing Line Lender. In the event any Lender holding a Revolving Commitment fails to make available to Swing Line
Lender the amount of such Lender’s participation as provided in this paragraph, Swing Line Lender shall be entitled to recover
such amount on demand from such Lender together with interest thereon for three (3) Business Days at the rate customarily
used by Swing Line Lender for the correction of errors among banks and thereafter at the Base Rate, as applicable.


 


 






    	 	53	 



     

    

 


(vi)Notwithstanding
anything contained herein to the contrary, (1) each Lender’s obligation to make Revolving Loans for the purpose of repaying
any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Lender’s obligation to purchase a participation
in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not
be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender
may have against Swing Line Lender, any Loan Party or any other Person for any reason whatsoever; (B) the occurrence or continuation
of a Default or Event of Default; (C) any adverse change in the business, operations, properties, assets, condition (financial
or otherwise) or prospects of any Loan Party; (D) any breach of this Agreement or any other Loan Document by any party thereto;
or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided,
that such obligations of each Lender are subject to the condition that Swing Line Lender had not received prior notice from the
Borrower or the Required Lenders that any of the conditions under Section 3.02 to the making of the applicable Refunded
Swing Line Loans or other unpaid Swing Line Loans were not satisfied at the time such Refunded Swing Line Loans or unpaid Swing
Line Loans were made; and (2) Swing Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected
not to do so after the occurrence and during the continuation of a Default or Event of Default, (B) it does not in good faith
believe that all conditions under Section 3.02 to the making of such Swing Line Loan have been satisfied or waived
by the Required Lenders or (C) if any of the Lenders is a Defaulting Lender but, in the case of this clause (C) only
to the extent that (i) the Defaulting Lender’s participation in such Swing Line Loan may not be reallocated pursuant
to clause (a) of Section 2.22 or (ii) other arrangements satisfactory to it and Borrower to eliminate such
Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loan (including cash
collateralization by the Borrower of such Defaulting Lender’s pro rata share of the outstanding Swing Line Loans) have not
been entered into.


 


Section 2.04Issuance
of Letters of Credit and Purchase of Participations Therein.


 


(a)Letters of
Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue
Letters of Credit for the account of the Borrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit;
provided, that (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter
of Credit shall not be less than $100,000 or such lesser amount as is acceptable to the Issuing Bank; (iii) after giving effect
to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect;
(iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit
then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) five
Business Days prior to the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance
of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date
later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is 180 days
from the date of issuance of such commercial Letter of Credit or be issued if such commercial Letter of Credit is otherwise unacceptable
to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of
Credit shall automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank
elects not to extend for any such additional period; provided, that the Issuing Bank shall not extend any such Letter of
Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must
elect to allow such extension; provided, further, that in the event there is a Defaulting Lender, the Issuing Bank
shall not be required to issue, renew or extend any Letter of Credit to the extent (x) the Defaulting Lender’s Pro Rata
Share of Letter of Credit Commitment may not be reallocated pursuant to Section 2.22(a) or (y) the Issuing Bank
has not otherwise entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with
respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s
Pro Rata Share of the Letter of Credit Usage. The Borrower hereby agrees that each Existing Letter of Credit shall be deemed to
be a Letter of Credit under this Agreement; provided, that, each such Existing Letter of Credit shall expire in accordance
with its own terms (without giving effect to any renewal or extension provisions thereunder).


 






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(b)Notice of Issuance.
Whenever the Borrower desires the issuance of a Letter of Credit, it shall deliver to the Administrative Agent an Issuance Notice
no later than 12:00 p.m. (New York City time) at least three (3) Business Days (in the case of standby letters of credit)
or five (5) Business Days (in the case of commercial letters of credit), or in each case such shorter period as may be agreed
to by the Issuing Bank in any particular instance, in advance of the proposed date of issuance. Upon satisfaction or waiver of
the conditions set forth in Section 3.02, the Issuing Bank shall issue the requested Letter of Credit only in accordance
with the Issuing Bank’s standard operating procedures. Upon the issuance of any Letter of Credit or amendment or modification
to a Letter of Credit, the Issuing Bank shall promptly notify each Lender with a Revolving Commitment of such issuance, which notice
shall be accompanied by a copy of such Letter of Credit or amendment or modification to a Letter of Credit and the amount of such
Lender’s respective participation in such Letter of Credit pursuant to Section 2.04(e).


 


(c)Responsibility
of the Issuing Bank With Respect to Requests for Drawings and Payments. In determining whether to honor any drawing under any
Letter of Credit by the beneficiary thereof, the Issuing Bank shall be responsible only to examine the documents delivered under
such Letter of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms
and conditions of such Letter of Credit. As between the Borrower and the Issuing Bank, the Borrower assumes all risks of the acts
and omissions of, or misuse of the Letters of Credit issued by the Issuing Bank by, the respective beneficiaries of such Letters
of Credit. In furtherance and not in limitation of the foregoing, the Issuing Bank shall not be responsible for: (i) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application
for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting
to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit
to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions
or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in
cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication
by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any
consequences arising from causes beyond the control of the Issuing Bank, including any Governmental Acts; none of the above shall
affect or impair, or prevent the vesting of, any of the Issuing Bank’s rights or powers hereunder. Without limiting the foregoing
and in furtherance thereof, no action taken or omitted by the Issuing Bank under or in connection with the Letters of Credit or
any documents and certificates delivered thereunder, if taken or omitted in good faith, shall give rise to any liability on the
part of the Issuing Bank to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04(c),
the Borrower shall retain any and all rights it may have against the Issuing Bank for any liability arising solely out of the gross
negligence or willful misconduct of the Issuing Bank.


 






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(d)Reimbursement
by the Borrower of Amounts Drawn or Paid Under Letters of Credit. In the event the Issuing Bank has determined to honor a drawing
under a Letter of Credit, it shall immediately notify the Borrower and the Administrative Agent, and the Borrower shall reimburse
the Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement
Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawing; provided, that
anything contained herein to the contrary notwithstanding, (i) unless the Borrower shall have notified the Administrative
Agent and the Issuing Bank prior to 10:00 a.m. (New York City time) on the date such drawing is honored that the Borrower
intends to reimburse the Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans,
the Borrower shall be deemed to have given a timely Borrowing Notice to the Administrative Agent requesting Lenders with Revolving
Commitments to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount
of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 3.02,
Lenders with Revolving Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount
of such honored drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuing Bank
for the amount of such honored drawing; provided, further, that if for any reason proceeds of Revolving Loans are
not received by the Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, the Borrower
shall reimburse the Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing
over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this Section 2.04(d) shall
be deemed to relieve any Lender with a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions
set forth herein, and the Borrower shall retain any and all rights it may have against any such Lender resulting from the failure
of such Lender to make such Revolving Loans under this Section 2.04(d).


 






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(e)Lenders’
Purchase of Participations in Letters of Credit. Immediately upon the issuance of each Letter of Credit, each Lender having
a Revolving Commitment shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from the Issuing Bank a participation
in such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share (with respect
to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder. In the
event that the Borrower shall fail for any reason to reimburse the Issuing Bank as provided in Section 2.04(d), the
Issuing Bank shall promptly notify each Lender with a Revolving Commitment of the unreimbursed amount of such honored drawing and
of such Lender’s respective participation therein based on such Lender’s Pro Rata Share of the Revolving Commitments.
Each Lender with a Revolving Commitment shall make available to the Issuing Bank an amount equal to its respective participation,
in Dollars and in same day funds, at the office of the Issuing Bank specified in such notice, not later than 12:00 p.m. (New
York City time) on the first Business Day (under the laws of the jurisdiction in which such office of the Issuing Bank is located)
after the date notified by the Issuing Bank. In the event that any Lender with a Revolving Commitment fails to make available to
the Issuing Bank on such business day the amount of such Lender’s participation in such Letter of Credit as provided in this
Section 2.04(e), the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with
interest thereon for three (3) Business Days at the rate customarily used by the Issuing Bank for the correction of errors
among banks and thereafter at the Base Rate. Nothing in this Section 2.04(e) shall be deemed to prejudice the right
of any Lender with a Revolving Commitment to recover from the Issuing Bank any amounts made available by such Lender to the Issuing
Bank pursuant to this Section in the event that the payment with respect to a Letter of Credit in respect of which payment was
made by such Lender constituted gross negligence or willful misconduct on the part of the Issuing Bank. In the event the Issuing
Bank shall have been reimbursed by other Lenders pursuant to this Section 2.04(e) for all or any portion of any drawing
honored by the Issuing Bank under a Letter of Credit, the Issuing Bank shall distribute to each Lender which has paid all amounts
payable by it under this Section 2.04(e) with respect to such honored drawing such Lender’s Pro Rata Share of
all payments subsequently received by the Issuing Bank from the Borrower in reimbursement of such honored drawing when such payments
are received. Any such distribution shall be made to a Lender at its primary address set forth below its name on Schedule 1.01(c)
or at such other address as such Lender may request.


 


(f)Obligations
Absolute. The obligation of the Borrower to reimburse the Issuing Bank for drawings honored under the Letters of Credit issued
by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.04(d) and the obligations of Lenders under
Section 2.04(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof
under all circumstances including any of the following circumstances: (i) any lack of validity or enforceability of any Letter
of Credit; (ii) the existence of any claim, set-off, defense or other right which the Borrower or any Lender may have at any
time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting),
the Issuing Bank, Lender or any other Person or, in the case of a Lender, against the Borrower, whether in connection herewith,
the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or
one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document
presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect; (iv) payment by the Issuing Bank under any Letter of Credit against presentation
of a draft or other document which does not substantially comply with the terms of such Letter of Credit; (v) any adverse
change in the business, general affairs, assets, liabilities, operations, management, condition (financial or otherwise), stockholders’
equity, results of operations or value of any Loan Party; (vi) any breach hereof or any other Loan Document by any party thereto;
(vii) the fact that an Event of Default or a Default shall have occurred and be continuing; or (viii) any other circumstance
or happening whatsoever, whether or not similar to any of the foregoing; provided that in each case payment by the Issuing
Bank under the applicable Letter of Credit shall not have constituted gross negligence or willful misconduct of the Issuing Bank
under the circumstances in question.


 






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(g)Indemnification.
Without duplication of any obligation of the Borrower under Section 10.02 or 10.03, in addition to amounts
payable as provided herein, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Bank from and against
any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable out-of-pocket
fees, expenses and disbursements of counsel and allocated costs of internal counsel)
which the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter
of Credit by the Issuing Bank, other than as a result of (1) the gross negligence or willful misconduct of the Issuing Bank
or (2) the wrongful dishonor by the Issuing Bank of a proper demand for payment made under any Letter of Credit issued by
it or (ii) the failure of the Issuing Bank to honor a drawing under any such Letter of Credit as a result of any Governmental
Act.


 


(h)Replacement
of Issuing Bank. The Issuing Bank may resign as Issuing Bank upon 30 days’ prior written notice (or such shorter
time as the parties may agree) to the Administrative Agent, the Lenders and the Borrower. The Issuing Bank may be replaced, upon 30 days’
prior written notice (or such shorter time as the parties may agree) by written agreement among the Borrower, Administrative Agent,
the replaced Issuing Bank (provided that no consent of the replaced
Issuing Bank will be required if the replaced Issuing Bank has no Letters of Credit or Reimbursement
Obligationsreimbursement obligations with
respect thereto outstanding) and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement
of such Issuing Bank. At the time any such replacement or resignation shall become effective, the Borrower shall pay all unpaid
fees accrued for the account of the replaced Issuing Bank. From and after the effective date of any such replacement or resignation,
(i) any successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context
shall require. In connection with the replacement of the Issuing Bank, the successor Issuing Bank shall issue letters of credit
in substitution for the Letters of Credit, if any, outstanding at the time of such replacement or make other arrangements reasonably
satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such
Letters of Credit. After the resignation of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto to
the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of
an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation until such Letters
of Credit expire or are fully drawn or terminated, but shall not be required to issue additional Letters of Credit.


 


Section 2.05Pro
Rata Shares; Availability of Funds.


 


(a)Pro Rata Shares.
All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro
Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s
obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitment or
any Revolving Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s
obligation to make a Loan requested hereunder or purchase a participation required hereby.


 






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(b)Availability
of Funds. Unless the Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such
Lender does not intend to make available to the Administrative Agent the amount of such Lender’s Loan requested on such Credit
Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Credit
Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrower a
corresponding amount on such Credit Date. If such corresponding amount is not in fact made available to the Administrative Agent
by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together
with interest thereon, for each day from such Credit Date until the date such amount is paid to the Administrative Agent, at the
customary rate set by the Administrative Agent for the correction of errors among banks for three (3) Business Days 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 thereon, for each day from such Credit Date until the date such amount
is paid to the Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Class of Loans. Nothing in this
Section 2.05(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitment and Revolving
Commitment hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such
Lender hereunder.


 


Section
2.06 Use of Proceeds. The proceeds of the Term Loans (excluding any Incremental
Term Loan) made on the ClosingRestatement
Effective Date shall be applied by the Borrower to fund theeffect
the Restatement Effective Date Refinancing, the partial repayment of the Existing
Indebtedness, to paySecond Lien Term Loans, and the
payment of fees and expenses incurred in connection with the foregoing and to repay
the CML seller note. The proceeds of the Revolving Loans, Swing Line Loans and Letters of Credit made on and after
the ClosingEffective
Date shall be applied by the Borrower to repay Existing Indebtednesseffect
the Restatement Effective Date Refinancing and for working capital and general corporate purposes of the Borrower and
its Subsidiaries, including Permitted Acquisitions and other expenditures not prohibited by this Agreement. The proceeds of theany
Incremental Term Loans and Incremental Revolving
Loans shall be applied by the Borrower for general corporate purposes of the Borrower and its Subsidiaries, including Permitted
Acquisitions and other expenditures not prohibited by this Agreement. No portion of the proceeds of any Credit Extension shall
be used in any manner that causes or might cause such Credit Extension or the application of such proceeds to violate Regulation T,
Regulation U or Regulation X of the Board of Governors or any other regulation thereof or to violate the Exchange Act.


 






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Section 2.07Evidence
of Debt; Register; Notes.


 


(a)Lenders’
Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of the
Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any
such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided, that the failure to make
any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitment or the Borrower’s
Obligations in respect of any Loans; provided, further, that in the event of any inconsistency between the Register
and any Lender’s records, the recordations in the Register shall govern.


 


(b)Register.
The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the
recordation of the names and addresses of Lenders and the Revolving Commitment and Loans of each Lender from time to time (the
“Register”). The Register shall be available for inspection by the Borrower at any reasonable time and from
time to time upon reasonable prior notice. The Administrative Agent shall record, or shall cause to be recorded, in the Register
the Revolving Commitments and the Loans in accordance with the provisions of Section 10.06, and each repayment or prepayment
in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each
Lender, absent manifest error; provided, that failure to make any such recordation, or any error in such recordation, shall
not affect any Lender’s Revolving Commitment or the Borrower’s Obligations in respect of any Loan. The Borrower hereby
designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided
in this Section 2.07, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity,
the Administrative Agent and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees.”


 


(c)Notes.
If so requested by any Lender by written notice to the Borrower (with a copy to the Administrative Agent) at least two (2) Business
Days prior to the ClosingRestatement
Effective Date, or at any time thereafter, the Borrower shall execute and deliver to such Lender (and/or, if applicable
and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.06) on the
ClosingRestatement
Effective Date (or, if such notice is delivered after the ClosingRestatement
Effective Date, promptly after the Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s
Tranche BRestatement
Effective Date Term Loan, Incremental Term Loan, Revolving Loan or Swing Line Loan, as the case may be.


 


Section 2.08Interest
on Loans.


 


(a)Except as otherwise
set forth herein, each Class of Loans shall bear interest on the unpaid principal amount thereof from the date made through repayment
(whether by acceleration or otherwise) thereof as follows:


 


	 	(i)	in the
case of Term Loans and Revolving Loans:
	 	 	 
		(A)	if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or



 


		(B)	if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; and
	 	 	 
	 	(ii)	in
the case of Swing Line Loans, at the Base Rate plus the Applicable Margin.



 


 






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(b)The basis for
determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as a Base
Rate Loan only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by the Borrower and notified
to the Administrative Agent and Lenders pursuant to the applicable Borrowing Notice or Conversion/Continuation Notice, as the case
may be; provided, that until the date on which the Administrative Agent
notifies the Borrower that the primary syndication of the Loans and Revolving Commitments has been completed,
as determined by the Administrative Agent, the Term Loans shall be maintained as either (1) Eurodollar
Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. If on any day a Loan is
outstanding with respect to which a Borrowing Notice or Conversion/Continuation Notice has not been delivered to the Administrative
Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day
such Loan shall be a Base Rate Loan.


 


(c)In connection
with Eurodollar Rate Loans there shall be no more than five (5) Interest Periods outstanding at any time. In the event the
Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Borrowing Notice or Conversion/Continuation
Notice, such Loan (if outstanding as a Eurodollar Rate Loan) shall be automatically converted into a Base Rate Loan on the last
day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan shall remain as, or (if not then
outstanding) shall be made as, a Base Rate Loan). In the event the Borrower fails to specify an Interest Period for any Eurodollar
Rate Loan in the applicable Borrowing Notice or Conversion/Continuation Notice, the Borrower shall be deemed to have selected
an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination
Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding
upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined
for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to
the Borrower and each Lender.


 


(d)Interest payable
pursuant to Section 2.08(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day
or 366-day year, as the case may be and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year,
in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the
date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Term Loan,
the last Interest Payment Date with respect to such Term Loan or, with respect to a Base Rate Loan being converted from a Eurodollar
Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and
the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base
Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan,
as the case may be, shall be excluded; provided, that if a Loan is repaid on the same day on which it is made, one day’s
interest shall be paid on that Loan.


 


 






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(e)Except as otherwise
set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest
Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on a daily basis and shall
be payable in arrears upon any prepayment of such Loan, whether voluntary or mandatory, to the extent accrued on the amount being
prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of such Loan, including final
maturity of such Loan; provided, that with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall
instead be payable on the applicable Interest Payment Date.


 


(f)The Borrower agrees
to pay to the Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by the Issuing
Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed
by or on behalf of the Borrower at a rate equal to (i) for the period from the date such drawing is honored to but excluding
the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base
Rate Loans and (ii) thereafter, a rate which is 2.00% per annum in excess of the rate of interest otherwise payable hereunder
with respect to Revolving Loans that are Base Rate Loans.


 


(g)Interest payable
pursuant to Section 2.08(f) shall be computed on the basis of a 365/366-day year for the actual number of days
elapsed in the period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the
related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by the Issuing Bank of any payment of interest
pursuant to Section 2.08(f), the Issuing Bank shall distribute to each Lender, out of the interest received by the
Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which the Issuing Bank
is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the
amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable
in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event the
Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, the Issuing Bank shall distribute
to each Lender which has paid all amounts payable by it under Section 2.04(e) with respect to such honored drawing
such Lender’s Pro Rata Share of any interest received by the Issuing Bank in respect of that portion of such honored drawing
so reimbursed by Lenders for the period from the date on which the Issuing Bank was so reimbursed by Lenders to but excluding the
date on which such portion of such honored drawing is reimbursed by the Borrower.


 






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Section 2.09Conversion/Continuation.


 


(a)Subject to Section 2.18
and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option:


 


(i)to convert
at any time all or any part of any Term Loan or Revolving Loan equal to $500,000 and integral multiples of $100,000 in excess of
that amount from one Type of Loan to another Type of Loan; provided, that a Eurodollar Rate Loan may only be converted on
the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless the Borrower shall pay all amounts due under
Section 2.18(b) in connection with any such conversion;
or


 


(ii)upon
the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal
to $500,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan.


 


(b)The Borrower shall
deliver a Conversion/Continuation Notice to the Administrative Agent no later than 10:00 a.m. (New York City time) at least
one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three
(3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation
of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation
of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower
shall be bound to effect a conversion or continuation in accordance therewith. The Administrative Agent shall promptly give each
Lender written notice (or telephonic notice promptly confirmed in writing) of receipt of a Conversion/Continuation Notice and the
matters covered by such Conversion/Continuation Notice.


 


Section
2.10 Default Interest. Upon the occurrence and during the continuance of an Event of Default under Section 8.1(a),
(c) (in the case of a failure to perform or comply with any term or condition contained in Section 6.07),
(f), (g) or (i) and, at the request of the Required Lenders, any other Event of Default, the principal
amount of all Loans outstanding and, to the extent permitted by applicable law, any interest payments on the Loans or any fees
or other amounts owed hereunder, shall thereafter bear interest (including post-petition interest in any proceeding under the
Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate (the “Default Rate”) that
is 2.00% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans (or, in
the case of any such fees and other amounts, at a rate which is 2.00% per annum in excess of the interest rate otherwise
payable hereunder for Base Rate Loans that are Revolving Loans) and such interest will be payable on demand; provided,
that in the case of Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase
in interest rate is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest
payable upon demand at a rate which is 2.00% per annum in excess of the interest rate otherwise payable hereunder for Base
Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.10 is not a permitted
alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights
or remedies of the Administrative Agent or any Lender.


 






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Section
2.11 Fees. (a) The Borrower agrees to pay
to Lenders having Revolving Exposure:


 


(i)commitment
fees equal to (1) the average of the daily difference between (a) the Revolving Commitments and (b) the aggregate
principal amount of (x) all outstanding Revolving Loans plus (y) the Letter of Credit Usage, times (2) the Revolving
Commitment Fee Percentage; provided, that (i) any commitment fee accrued with respect to any of the Revolving Commitments
of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall
be payable by the Borrower so long as such commitment fee shall otherwise have been due and payable by the Borrower prior to such
time of such Lender becoming a Defaulting Lender and (ii) no commitment fee shall accrue on any of the Revolving Commitments
of a Defaulting Lender so long as such Lender shall be a Defaulting Lender; and


 


(ii)letter
of credit fees equal to (1) the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans, times (2) the average
aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for
drawing could then be met and determined as of the close of business on any date of determination).


 


All fees referred to in this Section 2.11(a)
shall be paid to the Administrative Agent at its Principal Office and upon receipt, the Administrative Agent shall promptly distribute
to each Lender that has Revolving Exposure its Pro Rata Share thereof.


 


(b)The Borrower agrees
to pay directly to the Issuing Bank, for its own account, the following fees:


 


(i)a fronting
fee equal to 0.250%, per annum, times the average aggregate daily maximum amount available to be drawn under all Letters of
Credit issued by such Issuing Bank (determined as of the
close of business on any date of determination); and


 


(ii)such
documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit issued
by such Issuing Bank as are in accordance with the Issuing Bank’s standard schedule for such charges and as in
effect at the time of such issuance, amendment, transfer or payment, as the case may be.


 


(c)All fees referred
to in SectionSections 2.11(a)
and 2.11(b)(i) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall
be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year during the
Revolving Commitment Period, commencing on the first such date to occur after the ClosingRestatement
Effective Date, and on the Revolving Commitment Termination Date.


 


(d)The Borrower agrees
to pay on the ClosingRestatement
Effective Date to each Lender party to this Agreement as a Lender on the ClosingRestatement
Effective Date, as fee compensation for the funding of such Lender’s LoanLoans
and unfunded Revolving Commitments, a closing fee in an amount equal to 1.00%
of the stated principal amount of such Lender’s Tranche BRestatement
Effective Date Term Loan and 1.000.25%
of the stated principal amount of such Lender’s funded and unfunded Revolving Commitments (which shall include the face amount
of any issued and undrawn Letters of Credit), payable to such Lender from the proceeds of its Loan as and when funded on the ClosingRestatement
Effective Date. SuchThe
closing feefees described
in this clause (d) shall be in all respects fully earned, due and payable on the ClosingRestatement
Effective Date and non- refundablenon-refundable
and non-creditable thereafter.


 






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(e)In addition to
any of the foregoing fees, the Borrower agrees to pay to Agents (x)
the fees set forth in, and in accordance with the terms
of, the Fee Letter and (y) such other fees in
the amounts and at the times separately agreed upon.


 


Section
2.12 Scheduled Payments/Commitment Reductions.(iii) (i)
The principal amounts of the Tranche BRestatement
Effective Date Term Loans shall be repaid in(x)
in consecutive quarterly installments (each, an “Installment”) in
the aggregate amounts set forth below on the dates set forth belowof
$6,062,500.00 on the last day of each March, June, September and December thereafter (each, an “Installment
Date”), commencing June
30, 2014:December 31, 2016, and (y) on the Restatement
Effective Date Term Loan Maturity Date, in an amount equal to the remainder of the
principal amount of the Restatement Effective Date Term
Loans outstanding on such date.


 


	Amortization Date	Tranche B Term Loan 

Installments
	June 30, 2014	5,191,562.50
	September 30, 2014	5,191,562.50
	December 31, 2014	5,191,562.50
	March 31, 2015	5,191,562.50
	June 30, 2015	5,191,562.50
	September 30, 2015	5,191,562.50
	December 31, 2015	5,191,562.50
	March 31, 2016	5,191,562.50
	June 30, 2016	5,191,562.50
	September 30, 2016	5,191,562.50
	December 31, 2016	5,191,562.50
	March 31, 2017	5,191,562.50
	June 30, 2017	5,191,562.50
	September 30, 2017	5,191,562.50
	December 31, 2017	5,191,562.50
	March 31, 2018	5,191,562.50
	June 30, 2018	5,191,562.50
	September 30, 2018	5,191,562.50
	October 10, 2018	5,191,562.50 or if less, the remainder


 


(ii)
The principal amounts of any Incremental Term Loans shall be repaid as set forth in the applicable Joinder Agreement.


 


Notwithstanding the foregoing, (x) such
Installments shall be reduced on a pro rata basis in connection with any voluntary or mandatory prepayments in accordance with
Sections 2.13, 2.14 and 2.15 and the applicable Joinder Agreement, as applicable;
and (y) the Tranche B Term
Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than
the Tranche B Term Loan Maturity Date; and (z) the Incremental Term Loans, together with all other amounts
owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Incremental Term Loan Maturity Date.


 






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(b)Each Term Lender
may reject all (but not less than all) of its Pro Rata Share of any Installment payment of Term Loans required by Section 2.12(a)
hereof (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection
Notice”) to the Administrative Agent no later than 5:00 p.m. five Business Days prior to each such Installment Date.
If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, any such
failure will be deemed an acceptance of the total amount of such Installment payment of Term Loans. Any Declined Proceeds may be
paid by Borrower to the lenders under the Second Lien Credit Agreement as a voluntary prepayment of principal to be applied on
a pro rata basis in accordance with the terms of the Second Lien Credit Agreement.
Any Declined Proceeds declined by the lenders under the Second Lien Credit Agreement may be retained by the Borrower and shall
increase the Available Amount.


 


Section 2.13Voluntary
Prepayments/Commitment Reductions.


 


(a)Voluntary Prepayments.


 


(i)Any
time and from time to time (1) with respect to Term Loans that are Base Rate Loans, the Borrower may prepay any such Loans
on any Business Day, without premium or penalty in whole or in part (except as set forth in clause 2.13(d)), in an aggregate
minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount; (2) with respect to Term Loans that
are Eurodollar Rate Loans, the Borrower may prepay any such Loans only on the last day of the applicable interest period without
premium or penalty, unless the Borrower pays any related breakage costs, as specified in Section 2.18(c), in whole
or in part in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount; (3) with
respect to Revolving Loans that are Base Rate Loans, the Borrower may prepay such Loan on any Business Day, without premium or
penalty in whole or in part, in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount;
(4) with respect to Revolving Loans that are Eurodollar Rate Loans, the Borrower may prepay any such Loans only on the last
day of the applicable interest period without premium or penalty, unless the Borrower pays any related breakage costs, as specified
in Section 2.18(c), in whole or in part in an aggregate minimum amount of $500,000 and integral multiples of $100,000
in excess of that amount; and (5) with respect to Swing Line Loans, the Borrower may prepay any such Loans on any Business
Day in whole or in part in an aggregate minimum amount of $500,000, and in integral multiples of $100,000 in excess of that amount,
or, in each case, if less, the entire principal amount thereof then outstanding;


 


 






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(ii)All
such prepayments shall be made (1) upon not less than one Business Day’s prior written notice in the case of Base Rate
Loans; (2) upon not less than three (3) Business Days’ prior written notice in the case of Eurodollar Rate Loans;
and (3) upon written notice on the date of prepayment, in the case of Swing Line Loans; and


 


in each case given to the Administrative
Agent or Swing Line Lender, as the case may be, by 12:00 p.m. (New York City time) on the date required (and the Administrative
Agent shall promptly transmit such original notice for Term Loans or Revolving Loans, as the case may be, by telefacsimile or telephone
to each Lender). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due
and payable on the prepayment date specified therein. (which
prepayment date may be conditioned on the consummation of any credit facility or other Indebtedness the proceeds of which are to
be used to make such prepayment). Any such voluntary prepayment shall be applied as specified in Section 2.15(a).


 


(b)Voluntary Commitment
Reductions.


 


(i)The
Borrower may, upon not less than three (3) Business Days’ prior written notice confirmed in writing to the Administrative
Agent (which original written notice the Administrative Agent shall promptly transmit by telefacsimile or telephone to each applicable
Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving
Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments
at the time of such proposed termination or reduction (after giving
effect to any repayment or prepayment which is to occur concurrently with such termination); provided, that any
such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples
of $1,000,000 in excess of that amount, or, if less, the entire remaining
amount of the Revolving Commitments.


 


(ii)The
Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination
or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective
on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment of each Lender proportionately to
its Pro Rata Share thereof.


 


(c)Below-Par Purchases.
Notwithstanding anything to the contrary contained in this Section 2.13 or any other provision of this Agreement and
without otherwise limiting the rights in respect of prepayments of the Loans of the Borrower and its Subsidiaries, so long as no
Default or Event of Default has occurred and is continuing, the Borrower may repurchase outstanding Term Loans pursuant to this
Section 2.13(c) on the following basis:


 


(i)The
Borrower may make one or more offers (each, an “Offer”) to repurchase all or any portion of the Term Loans (such
Term Loans, the “Offer Loans”) of Term Lenders; provided that, (A) the Borrower delivers a notice
of such Offer to the Administrative Agent and all Term Lenders no later than 12:00 Noon New York City time at least five Business
Days in advance of a proposed consummation date of such Offer indicating (1) the last date on which such Offer may be accepted,
(2) the maximum dollar amount of such Offer, and (3) the repurchase price per dollar of principal amount of such Offer
Loans at which the Borrower is willing to repurchase such Offer Loans (which price shall be below par); (B) the minimum dollar
amount of each Offer shall be no less than $5,000,000; (C) the Borrower shall hold such Offer open for a minimum period of
two Business Days; (D) a Term Lender who elects to participate in the Offer may choose to sell all or part of such Term Lender’s
Offer Loans; (E) such Offer shall be made to Term Lenders holding the Offer Loans on a pro rata basis in accordance with the
respective principal amount then due and owing to the Term Lenders; provided, further that, if any Term Lender elects
not to participate in the Offer, either in whole or in part, the amount of such Term Lender’s Offer Loans not being tendered
shall be excluded in calculating the pro rata amount applicable to the balance of such Offer Loans and (F) such Offer shall
be conducted pursuant to such procedures the Administrative Agent may establish in consultation with the Borrower (which shall
be consistent with this Section 2.13(c)) and that a Lender must follow in order to have its Offer Loans repurchased,
which procedures may include a requirement that that the Borrower represent and warrant that it does not have any material non-public
information with respect to any Loan Party (or its Subsidiaries) that could be material to a Lender’s decision to participate
in such Offer;


 






    	 	67	 



     

    

 


(ii)With
respect to all repurchases made by the Borrower such repurchases shall be deemed to be voluntary prepayments pursuant to this Section 2.13
in an amount equal to the aggregate principal amount of such Term Loans, provided that such repurchases shall not be subject
to the provisions of paragraphs (a) and (b) of this Section 2.13 or Section 2.17;


 


(iii)Upon
the purchase by the Borrower of any Term Loans, (A) automatically and without the necessity of any notice or any other action
all principal and accrued and unpaid interest on the Term Loans so repurchased shall be deemed to have been paid for all purposes
and shall be cancelled and no longer outstanding for all purposes of this Agreement and all other Loan Documents (and in connection
with any Term Loan purchased pursuant to this Section 2.13(c), the Administrative Agent is authorized to make appropriate
entries in the Register to reflect such cancellation) and (B) the Borrower will promptly advise the Administrative Agent of
the total amount of Offer Loans that were repurchased from each Lender who elected to participate in the Offer;


 


(iv)failure
by Borrower to make any payment to a Lender required by an agreement permitted by this Section 2.13(c) shall not constitute
an Event of Default under Section 8.1(a);


 


(v)no proceeds
of any Revolving Loans may be used to purchase any Offer Loans;


 


(vi)after
giving effect to each purchase of an Offer Loan, the sum of (1) the available Revolving Commitments of all Lenders and (2) all
cash and Cash Equivalents not subject to any Lien (other than Liens in favor of the Collateral Agent
or the Second Lien Agent) shall equal at least $25,000,000; and


 


(vii)the
amount of such repurchases (based on the face value of the Term Loans purchased thereby) shall be applied on a pro rata basis to
reduce the remaining Installments on the Term Loans pursuant to Section 2.12(a).


 






    	 	68	 



     

    

 


(d)Tranche
B Term Loan Call Protection. In the event that (i) all or any portion of
the Tranche B Term Loan is repriced, effectively refinanced through any amendment of the Tranche B Term Loan or refinanced with
the proceeds of other Indebtednessa Repricing Transaction
occurs or (ii) a Term Lender is replaced as a result of the mandatory assignment of its Tranche
BRestatement Effective Date Term Loans in
the circumstances described in Section 2.23 following the failure of such Term Lender to consent to an amendment of
this Agreement that would have the effect of reducing the stated rate of interest with respect to the Tranche
BRestatement Effective Date Term Loans of
such Term Lender, in each case of foregoing clauses (i) and (ii),
for any reason prior to the sixth monthsixth-month
anniversary of the Second AmendmentRestatement
Effective Date, such repricings, effective refinancings, refinancings or, solely with respect to such replaced Term Lender, mandatory
assignments, will be made at 101.0% of the amount repriced, effectively refinanced, refinanced or mandatorily assigned.


 


Section 2.14Mandatory
Prepayments/Commitment Reductions.


 


(a)Asset Sales.
No later than the first Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds
in respect of any Asset Sale, the Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount
equal to such Net Cash Proceeds; provided, that so long as no Default or Event of Default shall have occurred and be continuing
at the time of the delivery of the notice described in the following clause or at the proposed time of the investment of such Net
Cash Proceeds as described in the following clause, the Borrower shall have the option, upon written notice to the Administrative
Agent, directly or through one or more of its Subsidiaries, to invest such Net Cash Proceeds within onethree
hundred eightysixty-five
(180365)
days of receipt thereof in long-term productive assets of the general type used in the business of the Borrower and its Subsidiaries
(provided that if, prior to the expiration of such onethree
hundred eightysixty-five
(180365)
day period, Borrower, directly or through its Subsidiaries, shall have entered into a binding agreement providing for such investment
on or prior to the expiration of an additional ninety (90) day period, such one
hundred eighty (180) days, such three hundred sixty-five (365)
day period shall be extended to the date provided for such investment in such binding agreement).


 


(b)Insurance/Condemnation
Proceeds. No later than the first Business Day following the date of receipt by Holdings or any of its Subsidiaries, or the
Administrative Agent as loss payee, of any Net Cash Proceeds of the type described in clause (b) of the definition thereof,
the Borrower shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced
as set forth in Section 2.15(b) in an aggregate amount equal to such Net Cash Proceeds; provided,
that so long as no Default or Event of Default shall have occurred and be continuing at the time of the delivery of the notice
described in the following clause or at the proposed time of the investment of such Net Cash Proceeds as described in the following
clause, the Borrower shall have the option, upon written notice to the Administrative Agent, directly or through one or more of
its Subsidiaries to invest such Net Cash Proceeds within onethree
hundred eightysixty-five
(180365)
days of receipt thereof in long term productive assets of the general type used in the business of Holdings and its Subsidiaries,
which investment may include the repair, restoration or replacement of the applicable assets thereof (provided that if, prior to
the expiration of such onethree
hundred eightysixty-five
(180365)
day period, Borrower, directly or through its Subsidiaries, shall have entered into a binding agreement providing for such investment
on or prior to the expiration of an additional ninety (90) day period, such one
hundred eighty (180) days, such three hundred sixty-five (365)
day period shall be extended to the date provided for such investment in such binding agreement).


 


 






    	 	69	 



     

    

 


(c)Issuance or
Incurrence of Debt. On the date of receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from the issuance
or incurrence of any Indebtedness of any Loan Party or any of its Subsidiaries (including
any Credit Agreement Refinancing Debt, but other than with respect to any
Indebtedness permitted to be incurred pursuant to Section 6.01), the Borrower shall prepay the Loans and/or
the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal
to 100.0% of such Net Cash Proceeds.


 


(d)Consolidated
Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal
Year ending December 31, 20132017),
the Borrower shall, on the date the Borrower is required to deliver audited financial statements to the Administrative Agent but
in any event no later than one hundred and ten (110) days after the end of such Fiscal Year, prepay the Loans as set forth
in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary
repayments of the Loans pursuant to Section 2.13(a) or (b) made during such Fiscal Year (excluding repayments
of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with
such repayments); provided, that if, as of the fiscal year end for which such payment is being calculated, the First Lien
Leverage Ratio is (A) equal to or less than 3.25:1.00, the percentage in clause (i) shall be reduced from 50%
to 25% and (B) equal to or less than 2.00:1.00, the percentage in clause (i) shall be reduced from 50%
to 0%.


 


(e)Revolving Loans
and Swing Loans. The Borrower shall from time to time prepay first, the Swing Line Loans, and second, the Revolving
Loans to the extent necessary so that the Total Utilization of Revolving Commitments shall not at any time exceed the Revolving
Commitments then in effect.


 


(f)Prepayment
Certificate. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Commitments pursuant to Sections 2.14(a)
through 2.14(d), the Borrower shall deliver to the Administrative Agent a certificate of an Authorized Officer demonstrating
the calculation of the amount of the applicable net proceedsNet
Cash Proceeds or Consolidated Excess Cash Flow, as the case may be. In the event that the Borrower shall subsequently
determine that the actual amount received exceeded the amount set forth in such certificate, the Borrower shall promptly make an
additional prepayment of the Loans, to
the extent required under Sections 2.14(a) through 2.14(d)
(as applicable), in an amount equal to such excess, and the Borrower shall concurrently therewith deliver to the Administrative
Agent a certificate of an Authorized Officer demonstrating the derivation of such excess.


 






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(g)Prepayments
of Credit Agreement Refinancing Debt. If, at any time the Borrower would be required to prepay the Term Loans pursuant to clause
(a) or (c) above, subject in all cases to the Intercreditor Agreement, the Borrower is also required to offer to prepay or repurchase
any Credit Agreement Refinancing Debt (other than any Credit Agreement Refinancing Term Loans) that is pari passu with the Term
Loans in right of payment and with respect to security pursuant
to the terms of the documentation governing such Credit Agreement
Refinancing Debt in connection with the circumstances described in clause (a) or (c), as applicable (such Indebtedness, the “Other
Applicable Indebtedness”), then the Borrower may apply the amounts required to be prepaid or used to repurchase
on a pro rata basis (determined
on the basis of the aggregate outstanding principal amount of the Term Loans and the Other Applicable Indebtedness at such time;
provided that the portion of such prepayment allocated to any Other Applicable Indebtedness shall not exceed the amount required
to be allocated to such Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, shall be
allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and the prepayment or repurchase
of the Other Applicable Indebtedness, and the amount of the prepayment of the Term Loans that would have otherwise been required
pursuant to such clause (a) or (c) shall be reduced accordingly; provided that, to the extent the holders of thereof decline to
have such Other Applicable Indebtedness prepaid or repurchased, the declined amount shall promptly be applied to prepay the Term
Loans in accordance with the terms hereof.


 


Section 2.15Application
of Prepayments/Reductions.


 


(a)Application
of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) shall be applied
as specified by the Borrower in the applicable notice of prepayment; provided, that in the event the Borrower fails to specify
the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows:


 


first,
to repay outstanding Swing Line Loans to the full extent thereof;


 


second,
to repay outstanding Revolving Loans to the full extent thereof; and


 


third,
to prepay the Term Loans on a pro rata basis (if applicable and in accordance with the respective outstanding principal amounts
thereof); and further applied on a pro rata basis to reduce the scheduled remaining Installments of principal of the Term Loans.


 


(b)Application
of Mandatory Prepayments by Type of Loans. AnyExcept
as otherwise provided in any Joinder Agreement, any Extension Agreement or any Refinancing Agreement for less than ratable prepayment
of any Incremental Facility, Extended Term Facility or Credit Agreement Refinancing Facility, any amount required to
be paid pursuant to Sections 2.14(a) through 2.14(d) shall be applied as follows:


 






    	 	71	 



     

    

 


first,
to prepay Term Loans on a pro rata basis (if applicable and in accordance with the respective outstanding principal amounts thereof)
and further applied on a pro rata basis to the remaining scheduled Installments of principal of the Term Loans;


 


second,
to prepay the Swing Line Loans to the full extent thereof;


 


third,
to prepay the Revolving Loans to the full extent thereof;


 


fourth,
to prepay outstanding reimbursement obligations with respect to Letters of Credit; and


 


fifth,
to cash collateralize Letters of Credit.


 


(c)Application
of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans. Considering each Class of Loans being prepaid separately,
any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate
Loans, in each case in a manner which minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.18(cb).


 


Section 2.16General
Provisions Regarding Payments and Prepayments.


 


(a)All payments by
the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff
or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than 12:00 p.m.
(New York City time) on the date due at the Principal Office designated by the Administrative Agent for the account of Lenders.
For purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall
be deemed to have been paid by the Borrower on the next succeeding Business Day.


 


(b)All payments in
respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment
of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in
respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest
then due and payable before application to principal.


 


(c)The Administrative
Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall
indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due
hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received
by the Administrative Agent.


 


(d)Notwithstanding
the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected
Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect
thereto in apportioning payments received thereafter.


 


(e)Subject to the
provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any
payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment
shall be made on the next succeeding Business Day and, with respect to Revolving Loans only, such extension of time shall be included
in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder.


 


 






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(f)The Borrower hereby
authorizes the Administrative Agent to charge the Borrower’s accounts with the Administrative Agent in order to cause timely
payment to be made to the Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient
funds being available in its accounts for that purpose).


 


(g)The Administrative
Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 12:00 p.m.
(New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative
Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The
Administrative Agent shall give prompt telephonic notice to the Borrower and each applicable Lender (confirmed in writing) if any
payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with
the terms of Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment
is made until such funds become available funds (but in no event less than the period from the date of such payment to the next
succeeding applicable Business Day) at the Default Rate from the date such amount was due and payable until the date such amount
is paid in full.


 


(h)If an Event of
Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant
to Section 8.01, all payments or proceeds received by Agents hereunder in respect of any of the Obligations, shall
be applied in accordance with the application arrangements described in Section 9.2 of the Pledge and Security Agreement.


 


(i)No
Class of Incremental Loans, Credit Agreement Refinancing Term Loans, Credit Agreement Refinancing Revolving Loans or Extended Loans
shall be prepaid pursuant to Section 2.14 above if such prepayment is not permitted under the applicable Joinder Agreement, Extension
Agreement, Refinancing Agreement, or other amendment contemplated hereby that, in each case, establishes such Class of Loans
in accordance with this Agreement.


 


Section
2.17 Ratable Sharing. Lenders hereby agree among themselves, that if any of them shall, whether by voluntary payment
(other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any
right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents
or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or
reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees
and other amounts then due and owing to such Lender hereunder or under the other Loan Documents (collectively, the “Aggregate
Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate
Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify the Administrative
Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations
(which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller
of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts
Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, that if all or part of
such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy
or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations
shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. the Borrower expressly
consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights
of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect
thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.17
shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation
in any of its Loans or other Obligations owed to it in accordance with the express terms of this Agreement.


 






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Section
2.18 Making or Maintaining Eurodollar Rate Loans; Inability to Determine Applicable Interest Rate. In the event
that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties
hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of circumstances affecting
the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on
the basis provided for in the definition of Adjusted Eurodollar Rate, the Administrative Agent shall on such date give notice
(by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no
Loans may be made as, or converted to, Eurodollar Rate Loans until such time as the Administrative Agent notifies the Borrower
and Lenders that the circumstances giving rise to such notice no longer exist and (ii) any Borrowing Notice or Conversion/Continuation
Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded
by the Borrower.


 


(a)Illegality
or Impracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have determined (which determination
shall be final and conclusive and binding upon all parties hereto) that the making, maintaining or continuation of its Eurodollar
Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental
rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order
not having the force of law even though the failure to comply therewith would not be unlawful) or (ii) has become impracticable,
as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market
or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender”
and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Administrative
Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). If the Administrative
Agent receives a notice from (x) any Lender pursuant to clause (i) of the preceding sentence or (y) a notice from
Lenders constituting the Required Lenders pursuant to clause (ii) of the preceding sentence, then (1) the obligation
of the Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) to make Loans
as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by each Affected Lender,
(2) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by the
Borrower pursuant to a Borrowing Notice or a Conversion/Continuation Notice, the Lenders (or, in the case of any notice pursuant
to clause (i) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan
to, as the case may be) a Base Rate Loan, (3) the Lenders’ (or, in the case of any notice pursuant to clause (i)
of the preceding sentence, such Lender’s) obligations to maintain their respective outstanding Eurodollar Rate Loans (the
“Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then
in effect with respect to the Affected Loans or when required by law and (4) the Affected Loans shall automatically convert
into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected
Lender as described above relates to a Eurodollar Rate Loan then being requested by the Borrower pursuant to a Borrowing Notice
or a Conversion/Continuation Notice, the Borrower shall have the option, subject to the provisions of Section 2.18(c),
to rescind such Borrowing Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile) to the
Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described
above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender).


 






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(b)Compensation
for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, upon written request by such
Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities
(including any interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any
loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding
loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a
borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Borrowing Notice, or a conversion to or
continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice; (ii) if
any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to
the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans
is not made on any date specified in a notice of prepayment given by the Borrower.


 


(c)Booking of
Eurodollar Rate Loans. Any Lender may make, carry or transfer Eurodollar Rate Loans at, to or for the account of any of its
branch offices or the office of an Affiliate of such Lender.


 


(d)Assumptions
Concerning Funding of Eurodollar Rate Loans. Calculation of all amounts payable to a Lender under this Section 2.18
and under Section 2.19 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate
Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition
of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the
relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic
office of such Lender in the United States of America; provided, that each Lender may fund each of its Eurodollar Rate Loans
in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable
under this Section 2.18 and under Section 2.19.


 


 






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Section 2.19Increased
Costs; Capital Adequacy.


 


(a)Compensation
For Increased Costs and Taxes. Subject to the provisions of Section 2.20 (which shall be controlling with respect
to the matters covered thereby), in the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19)
shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto)
that any Change in Law: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any
Tax on the overall net income of such Lender) with respect to this Agreement or any of the other Loan Documents or any of its obligations
hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other
amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental,
special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits
or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of
funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that
are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect
to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank
market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining
Loans hereunder or acquiring participations in, issuing or maintaining Letters of Credit hereunder or to reduce any amount received
or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall
promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts
(in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion
shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or
receivable hereunder. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement,
setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(a),
which statement shall be conclusive and binding upon all parties hereto absent manifest error.


 


(b)Capital Adequacy
Adjustment. In the event that any Lender shall have determined that any Change in Law regarding
capital and liquidity requirements has or would have the effect of reducing the rate of return on the capital of such
Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving
Commitment or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters
of Credit, to a level below that which such Lender or such controlling corporation could have achieved but for such Change in Law
(taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy
and liquidity), then from time to time, within five (5) Business Days after receipt by the Borrower from such Lender
of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as shall
compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to the
Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating
the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon
all parties hereto absent manifest error.


 






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(c)Delay in Requests.
Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such
Lender’s right to demand such compensation; provided, that the Borrower shall not be required to compensate a Lender
pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such
Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s
intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).


 


Section 2.20Taxes;
Withholding, Etc.


 


(a)Payments to
Be Free and Clear. All sums payable by or on behalf of any Loan Party hereunder and under the other Loan Documents shall (except
to the extent required by law) be paid free and clear of, and without any deduction or withholding for or on account of, any Tax
(other than a Tax on the overall net income of any Lender) imposed, levied, collected, withheld or assessed by any Governmental
Authority.


 


(b)Withholding
of Taxes. If any Loan Party or any other Person is required by law to make any deduction or withholding for or on account of
any such Tax from any sum paid or payable by any Loan Party to the Administrative Agent or any Lender (which term shall include
the Issuing Bank for purposes of this Section 2.20(b)) under any of the Loan Documents: (i) the Borrower shall
notify the Administrative Agent of any such requirement or any change in any such requirement as soon as the Borrower becomes aware
of it; (ii) the Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made
(if the liability to pay is imposed on any Loan Party) for its own account or (if that liability is imposed on the Administrative
Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (iii) the
sum payable by such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased
to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or
such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction,
withholding or payment been required or made; and (iv) within thirty (30) days after the due date of payment of any Tax
which it is required by clause (ii) above to pay, the Borrower shall deliver to the Administrative Agent evidence satisfactory
to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or
other authority; provided, that, with respect to any Tax imposed, levied, collected, withheld or assessed by or pursuant
to the laws of the United States of America or any political subdivision thereof or therein, no such additional amount shall be
required to be paid to or for the account of any Lender (other
than a Lender that becomes a Lender pursuant to Section 2.23) under clause (iii) above except to the extent that any
change after the date hereof (in the case of each Lender listed on the signature pages hereof on the ClosingRestatement
Effective Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender
(in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall
result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date
of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided, that additional amounts
shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts.


 






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(c)Evidence of
Exemption From U.S. Withholding Tax. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30)
of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. Lender”) shall, to
the extent it is legally entitled to do so, deliver to the Administrative Agent for transmission to the Borrower, on or prior to
the ClosingRestatement
Effective Date (in the case of each Non-U.S. Lender listed on the signature pages hereof on the ClosingRestatement
Effective Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the
case of each other Non-U.S. Lender), and at such other times as may be necessary in the determination of the Borrower or the
Administrative Agent (each in the reasonable exercise of its discretion), (i) two (2) original copies of Internal Revenue
Service Form W-8BEN or W-8BEN-E, as applicable (in the
case of a Non-U.S. Lender claiming benefits under an applicable treaty), W-8ECI, W-8EXP and/or W-8IMY together with all required
attachments (or, in each case, any successor forms), properly completed and duly executed by such Lender, and such other documentation
required under the Internal Revenue Code and reasonably requested by the Borrower or the Administrative Agent to establish that
such Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal income tax
with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents
or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue
Code, a Certificate re Non-Bank Status together with two (2) original copies of Internal Revenue Service Form W-8BEN
or W-8BEN-E, as applicable (or any successor form), properly
completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably
requested by the Borrower or the Administrative Agent to establish that such Lender is not subject to (or is subject to a reduced
rate of) deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable
under any of the Loan Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30)
of the Internal Revenue Code) for United States federal income tax purposes (a “U.S. Lender”) and is not
an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) shall deliver to the Administrative
Agent and the Borrower on or prior to the ClosingRestatement
Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two (2) original
copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender,
certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax, or otherwise prove
that it is entitled to such an exemption. Each Lender required to deliver any forms, certificates or other evidence with respect
to United States federal income tax withholding matters pursuant to this Section 2.20(c) hereby agrees, from time to
time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change
in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender
shall promptly deliver to the Administrative Agent for transmission to the Borrower two (2) new original copies of Internal
Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP,
W-8IMY together with all required attachments and/or W-9 (or, in each case, any successor form), or a Certificate re Non-Bank Status
and two (2) original copies of Internal Revenue Service Form W-8BEN or
W-8BEN-E, as applicable (or any successor form), as the case may be, properly completed and duly executed by such Lender,
and such other documentation required under the Internal Revenue Code and reasonably requested by the Borrower or the Administrative
Agent to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with
respect to payments to such Lender under the Loan Documents, or notify the Administrative Agent and the Borrower of its inability
to deliver any such forms, certificates or other evidence. The Borrower shall not be required to pay any additional amount to any
Non-U.S. Lender under Section 2.20(b)(iii) if such Lender shall have failed (1) to deliver the forms, certificates
or other evidence required by the first sentence of this Section 2.20(c) or (2) to notify the Administrative Agent
and the Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided,
that if such Lender shall have satisfied the requirements of the first sentence of this Section 2.20(c) on the ClosingRestatement
Effective Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing
in this last sentence of Section 2.20(c) shall relieve the Borrower of its obligation to pay any additional amounts
pursuant this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental
rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer
properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender
is not subject to withholding as described herein.


 






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(d)Without limiting
the provisions of Section 2.20(b), the Borrower shall timely pay all Other Taxes to the relevant Governmental Authorities
in accordance with applicable law. The Borrower shall deliver to the Administrative Agent official receipts or other evidence of
such payment reasonably satisfactory to the Administrative Agent in respect of any Other Taxes payable hereunder promptly after
payment of such Other Taxes.


 


(e)The Borrower and
Holdings shall jointly and severally indemnify the Administrative Agent and any Lender (which term shall include Issuing Bank for
purposes of this Section 2.20(e)) for the full amount of Taxes for which additional amounts are required to be paid
pursuant to Section 2.20(b) and Other Taxes, in each case arising in connection with this Agreement or any other Loan
Document (including any such Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20),
paid by the Administrative Agent or Lender or any of their respective Affiliates and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Taxes or Other 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 such Loan Party shall be conclusive
absent manifest error. Such payment shall be due within thirty (30) days of such Loan Party’s receipt of such certificate.


 


(f)Notwithstanding
any provision of this Agreement to the contrary, the Borrower shall not be required to pay any additional amounts pursuant to this
Section 2.20(b)(iii) with respect to any United States federal withholding
Taxes imposed under FATCA.


 


(g)If a payment made
to a Lender under any Loan Document would be subject to United States 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 Section 2.20(g), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 






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Section
2.21 Obligation to Mitigate. Each Lender (which term shall include the Issuing Bank for purposes of this Section 2.21)
agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans or Letters of
Credit, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such
Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19
or 2.20, it shall, to the extent not inconsistent with the internal policies of such Lender and any applicable
legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including
any Affected Loans, through another office of such Lender or (b) take such other measures as such Lender may deem reasonable,
if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional
amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20
would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining
of such Revolving Commitments, Loans or Letters of Credit through such other office or in accordance with such other measures,
as the case may be, would not otherwise adversely affect such Revolving Commitments, Loans or Letters of Credit or the interests
of such Lender; provided, that such Lender shall not be obligated to utilize such other office pursuant to this Section 2.21
unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office
as described above. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.21
(setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a
copy to the Administrative Agent) shall be conclusive absent manifest error.


 


Section
2.22 Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, if any Swing Line
Commitment or Letter of Credit Commitment exists at the time a Lender having a Revolving Commitment becomes a Defaulting Lender
(such Lender, a “Defaulting Revolving Lender”) then:


 


(a)all or any part
of such Swing Line Commitment and Letter of Credit Commitment shall be reallocated among the non-Defaulting Revolving Lenders in
accordance with their respective Pro Rata Share of such Swing Line Commitment and/or Letter of Credit Commitment but only to the
extent (i) the sum of the non-Defaulting Revolving Lenders’ Pro Rata Shares of the Total Utilization of Revolving Commitments
plus such Defaulting Revolving Lender’s Pro Rata Share of Revolving Exposure do not exceed the total of all non-Defaulting
Revolving Lenders’ Revolving Commitments and (ii) the conditions set forth in Section 3.02 are satisfied
at such time;


 


(b)if the reallocation
described in clause (a) above cannot, or can only partially, be effected, the Borrower shall (i) first, within one Business
Day following notice by the Administrative Agent, prepay any outstanding Swing Line Loans to the extent the Swing Line Commitments
related thereto have not been reallocated pursuant to clause (a) above and (ii) second, within three Business Days following
notice by the Administrative Agent, cash collateralize such Defaulting Revolving Lender’s Pro Rata Share of the Letter of
Credit Commitment (after giving effect to any partial reallocation pursuant to clause (a) above) for so long as such Letter
of Credit Commitment is outstanding; and


 


(c)if the Letter
of Credit Commitment of the non-Defaulting Revolving Lenders is reallocated pursuant to clause (a) above, then the fees payable
to the Lenders pursuant to Section 2.11 shall be adjusted in accordance with such non-Defaulting Revolving Lenders’
Pro Rata Shares.


 







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Section
2.23 Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event
that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender
is an Affected Lender or that such Lender is entitled to receive payments under Section 2.18, 2.19 or 2.20,
(ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such
payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days
after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender and such Defaulting
Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five (5) Business Days
after the Borrower’s written request that it cure such default; or (c) in connection with any proposed amendment, modification,
termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.05(b), the
consent of Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting
Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender,
Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), the Borrower may, by giving written notice
to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such
Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to
one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.06
and the Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost
Lender, Defaulting Lender or a Non-Consenting Lender; provided, that (1) on the date of such assignment, the Replacement
Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all
accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings on
Letters of Credit that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto
at such time and (C) an amount equal to all accrued but theretofore unpaid fees owing to such Terminated Lender pursuant
to Section 2.11 and, in the case of any Non-Consenting Lender in connection with a repricing or refinancing contemplated
by Section 2.13(d), an amount equal to the pre-payment premium that would have been payable if such Loan had been
repaid rather than mandatorily assigned; (2) on the date of such assignment, the Borrower shall pay any amounts payable to
such Terminated Lender pursuant to Section 2.18(c), 2.19 or 2.20; or otherwise as if it were a
prepayment and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent,
at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided,
that the Borrower may not make such election with respect to any Terminated Lender that is also the Issuing Bank unless, prior
to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled.
Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving
Commitment, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided,
that any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender
agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or
Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation
necessary to effectuate such assignment in accordance with Section 10.06. In the event that a Lender does not comply
with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender
hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect
to an assignment in accordance with Section 10.06 on behalf of a Non-Consenting Lender, Terminated Lender or Defaulting
Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment
pursuant to Section 10.06.


 






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Section 2.24Incremental
Facilities.


 


(a)The Borrower may
by written notice to the Administrative Agent elect to request (A) prior to the Revolving Commitment Termination Date, an
increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”)
and/or (B) prior to the Tranche BRestatement
Effective Date Term Loan Maturity Date, the establishment of one or more new term loan commitments (the “Incremental
Term Loan Commitments”; together with the Incremental Revolving
Commitments, the “Incremental Facilities”), by an amount not in excess of,
at any time on and after the Restatement Effective Date, the sum of (i) $100,000,000 in the aggregate minus
the aggregate amount of Indebtedness incurred pursuant to Section 2.24(a)(B)(i) (or any similar incremental “free
and clear” basket) of the Second Lien Credit Agreement and (ii) an unlimited amount so long as such amount at such time
could be incurred without causing the pro forma First Lien Leverage Ratio to exceed 3.50:1.00 (assuming that (x) the
Incremental Revolving Commitments are fully drawn and (y) the cash proceeds of any Incremental Revolving Loans and Incremental
Term Loans are not netted from Indebtedness for purposes of calculating such First Lien Leverage Ratio); provided that no
such Incremental Revolving Commitments or Incremental Term Loan Commitments shall be in an aggregate amount less than $25,000,000
(except as shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $100,000,000
and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date pursuant to clause (i)
above), and integral multiples of $5,000,000 in excess of that amount. Each such notice shall specify (A) the date (each,
an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Commitments or Incremental
Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date
on which such notice is delivered to the Administrative Agent and (B) the identity of each Lender or other Person that is
an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”,
as applicable) to whom the Borrower proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments,
as applicable, be allocated and the amounts of such allocations; provided that Barclays may elect or decline to arrange
such Incremental Revolving Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to
provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in
its sole discretion, to provide an Incremental Revolving Commitment or an Incremental Term Loan Commitment. Such Incremental Revolving
Commitments or Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that
(1) subject to the terms and conditions set
forth in Section 1.04 with respect to Limited Condition Acquisitions, no Default or Event of Default shall exist on
such Increased Amount Date before or after giving effect to such Incremental Revolving Commitments
or Incremental Term Loan Commitments, as applicable; (2) Facilities;
(2) subject to the terms and conditions set
forth in Section 1.04 with respect to Limited Condition Acquisitions, both before and after giving effect to the making
of any Series of Incremental Term Loans, each of the conditions set forth in Section 3.02 shall be satisfied; (3) subject
to the terms and conditions set forth in Section 1.04 with respect to Limited Condition Acquisitions, Holdings shall
be in pro forma compliance (calculated in accordance with the definition of Consolidated Adjusted EBITDA) with each of the covenants
set forth in Section 6.07 as of the last day of the most recently ended Fiscal Quarter, after giving effect to such
Incremental Revolving Commitments or Incremental Term Loan Commitments, including any acquisitions consummated with the proceeds
thereof or dispositions after the beginning of the relevant determination period but prior to or simultaneous with the borrowing
of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving
Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed
and delivered by the Borrower, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative
Agent, and each of which shall be recorded in the Register and each Incremental Revolving Loan Lender and Incremental Term Loan
Lender shall be subject to the requirements set forth in Section 2.20(c); (5) the Borrower shall make any payments
required pursuant to Section 2.18(c) in connection with the Incremental Revolving Commitments or Incremental Term Loan
Commitments, as applicable; (6) all other fees and expenses owing in respect of such increase to the Administrative Agent,
the Collateral Agent and the Lenders will have been paid; (7) such Incremental Revolving Commitments or Incremental Term Loan
Commitments, as applicable, shall share pari passu in the Guarantees and Collateral; and (8) the Borrower shall deliver
or cause to be delivered any legal opinions or other documents (including modifications of Mortgages and title insurance endorsements
or policies) reasonably requested by the Administrative Agent in connection with any such transaction. Any Incremental Term Loans
made on an Increased Amount Date shall be designated a separate series (a “Series”) of Incremental Term Loans
for all purposes of this Agreement.


 






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(b)On any Increased
Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions,
(a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental
Revolving Loan Lenders shall purchase from each of the Revolving Loan Lenders, at the principal amount thereof (together with accrued
interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that,
after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan Lenders
and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition
of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be
deemed for all purposes a Revolving Commitment and each Loan made thereunder (an “Incremental Revolving Loan”)
shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Loan Lender shall become a Lender with
respect to the Incremental Revolving Commitment and all matters relating thereto.


 


(c)On any Increased
Amount Date on which any Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing
terms and conditions, (i) each Incremental Term Loan Lender of any Series shall make a Loan to the Borrower (an “Incremental
Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Series and (ii) each Incremental
Term Loan Lender of any Series shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Series
and the Incremental Term Loans of such Series made pursuant thereto.


 


(d)The Administrative
Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect
thereof (yx) the
Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Series of Incremental Term Loan Commitments
and the Incremental Term Loan Lenders of such Series, as applicable and (zy) in
the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving
Loans, in each case subject to the assignments contemplated by this Section.


 


(e)The terms and
provisions of the Incremental Term Loans and Incremental Term Loan Commitments of any Series shall be, except as otherwise set
forth herein or as agreed between the Borrower and the Lenders providing such Incremental Term Loans and as set forth in the Joinder
Agreement, identical to the existing Term Loans. The terms and provisions of the Incremental Revolving Loans shall be identical
to the Revolving Loans and such Incremental Revolving Loans will be documented solely as an increase to the Revolving Commitments,
without any change in terms other than any change that is more favorable to the Revolving Lenders and applies to all loans and
commitments under the Revolving Loans (it being understood that the Administrative Agent shall be empowered to, on behalf of all
the Revolving Lenders, execute an amendment to the definitive documentation relating to the Revolving Loans in order to give effect
to such a change more favorable to the Revolving Lenders). In any event (i) the Weighted Average Life to Maturity of all Incremental
Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the existing Term Loans (except by virtue
of amortization or prepayment of such existing Term Loans prior to such date of determination), (ii) the applicable Incremental
Term Loan Maturity Date of each Series shall be no shorter than the latest of the final maturity of the existing Term Loans, and
(iii) if the “yield” of any relevant Loan exceeds the “yield” on the existing Term Loans by more than 50
basis points, the applicable margins for the existing Term Loans shall be increased to the extent necessary so that the “yield”
on such Term Loans is 50 basis points less than the “yield” on such relevant Incremental Term Loans (for purposes
of this paragraph “yield” shall be reasonably determined by the Administrative Agent (w) to include the applicable
interest rate margin, (x) to exclude arrangement, commitment, structuring or other fees payable to the Joint Lead Arrangers
(or their respective Affiliates) in connection with such Loans or to one or more arrangers (or their Affiliates) of any such Loan
that are not shared with all Lenders providing such Loans, (y) to include original issue discount and upfront fees paid to
the Lenders thereunder (with original issue discount being equated to interest based on assumed four-year life to maturity or,
if shorter, the actual Weighted Average Life to Maturity), and (z) to include, if the Incremental Term Loans include an interest
rate floor greater than the applicable interest rate floor under the existing Term Loans, such differential between interest rate
floors equated to the applicable interest rate margin for purposes of determining whether an increase to the interest rate margin
under the existing Term Loans shall be required, but only to the extent an increase in the interest rate floor in the existing
Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but
not the interest rate margin) applicable to the existing Term Loans shall be increased to the extent of such differential between
interest rate floors). Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement
and the other CreditLoan
Documents as may be necessary or appropriate, in the opinion of the Administrative Agent to effect the provisions of this Section 2.24.


 






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Section
2.25Extensions of Term Loans and Revolving Commitments.


 


(a)Generally.


 


(i)The
Borrower may, at any time and from time to time, request that all or a portion of each Term Loan of any Class (an “Existing
Term Loan Class”) be converted or exchanged to extend the scheduled final maturity date(s) of any payment of principal with
respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so extended, “Extended
Term Loans”) and to provide for other terms consistent with this Section 2.25. Prior to entering into any Extension
Agreement with respect to any Extended Term Loans, the Borrower shall provide written notice to the Administrative Agent (who shall
provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class, with such request offered equally
to all such Lenders of such Existing Term Loan Class) (a “Term Loan Extension Request”) setting forth the proposed
terms of the Extended Term Loans to be established, which terms shall be substantially similar to the Term Loans of the Existing
Term Loan Class, or otherwise not materially less favorable to the Lenders with respect to such Existing Term Loan Class, taken
as a whole (as reasonably determined by the Borrower), except that (w) the
scheduled final maturity date shall be extended and all or
any of the scheduled amortization payments of all or a portion of any principal amount of such Extended Term Loans may be delayed
to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay
resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.12 or in the Extension
Agreement or the Joinder Agreement, as the case may be,
with respect to the Existing Term Loan Class of Term Loans from which such Extended Term Loans were extended, in each case, as
more particularly set forth in Section 2.25(c) below), (x)(A) the interest rates (including through fixed interest rates),
interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment premiums with respect to
the Extended Term Loans may be different than those for the Term Loans of such Existing Term Loan Class and/or (B) additional
fees and/or premiums may be payable to the Lenders providing such Extended Term Loans in addition to any of the items contemplated
by the preceding clause (A), in each case, to the extent provided in the applicable Extension Agreement, (y) the Extension
Agreement may provide for other covenants and terms that apply to any period after the latest Term Loan Maturity Date with respect
to the then-existing Term Loans and such terms and conditions that constitute then-current market terms for the applicable type
of Indebtedness or are otherwise reasonably acceptable to the Administrative Agent and (z) any provisions applicable to such
Extended Term Loans that also expressly apply to (and for the benefit of) the Existing Term Loan Class may be more favorable to
the Lenders providing such Extended Term Loans than those originally applicable to the Existing Term Loan Class; provided that
any Class of Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro
rata basis) in any voluntary or mandatory repayment or prepayment (but, for purposes of clarity, not scheduled amortization payments)
in respect of the Term Loans, in each case as specified
in the relevant Extension Agreement. No Lender shall have
any obligation to agree to have any of its Term Loans of any Existing Term Loan Class exchanged or converted into Extended Term
Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Series shall constitute a separate
Class of Term Loans from the Existing Term Loan Class of Term Loans from which they were extended; provided that in no event shall
there be more than ten Classes of Term Loans outstanding at any time.


 






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(ii)The
Borrower may, at any time and from time to time,
request that all or a portion of the Revolving Commitments of any Class existing at the time of such request (each, an “Existing
Revolving Commitment” and any related Revolving Loans under any such facility, “Existing Revolving Loans”; each
Existing Revolving Commitment and related Existing Revolving Loans together being referred to as an “Existing Revolving Class”)
be converted or exchanged to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal
with respect to all or a portion of any principal amount of Existing Revolving Loans related to such Existing Revolving Commitments
(any such Existing Revolving Commitments which have been so extended, “Extended Revolving Commitments” and any related
Revolving Loans, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.25.
Prior to entering into any Extension Agreement with respect to any Extended Revolving Commitments, the Borrower shall provide a
notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Class of Existing
Revolving Commitments, with such request offered equally to all Lenders of such Class) (a “Revolving Extension Request”)
setting forth the proposed terms of the Extended Revolving Commitments to be established thereunder, which terms shall be substantially
similar to those applicable to the Existing Revolving Commitments from which they are to be extended (the “Specified Existing
Revolving Class”) or otherwise not materially less favorable to the Lenders with respect to such Existing Revolving Class,
taken as a whole (as reasonably determined by the Borrower), except that (x) all or any of the final maturity dates of such
Extended Revolving Commitments may be delayed to later dates than the final maturity dates of the Existing Revolving Commitments
of the Specified Existing Revolving Class, (y)(A) the interest rates, interest margins, rate floors, upfront fees, funding discounts,
original issue discounts and prepayment premiums with respect to the Extended Revolving Commitments may be different than those
for the Existing Revolving Commitments of the Specified Existing Revolving Class and/or (B) additional fees and/or premiums
may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any of the items contemplated
by the preceding clause (A), and (z) the Extension Agreement may provide for other covenants and terms that apply to
any period after the latest Revolving Commitment Termination Date or such terms and conditions that constitute then-current market
terms for the applicable type of Indebtedness or are otherwise reasonably acceptable to the Administrative Agent; provided that
notwithstanding anything to the contrary in this Section 2.25, or otherwise, (I) the borrowing and repayment (except
(1) payments of interest and fees at different rates in respect of any Existing Revolving Commitments and such Extended Revolving
Commitments (and related outstandings)), (2) repayments required on the maturity date of any Existing Revolving Commitments
and such Extended Revolving Commitments and (3) repayments made in connection with any permanent repayment and termination
of commitments (subject to clause (IV) below) of the Extended Revolving Loans under any Extended Revolving Commitments shall
be made on a pro rata basis with any borrowings and repayments of the Existing Revolving Loans of the Specified Existing Revolving
Class (the mechanics for which may be implemented through the applicable Extension Agreement and may include technical changes
related to the borrowing and repayment procedures of the Specified Existing Revolving Class), (II) all swingline loans and
letters of credit shall be participated on a pro rata basis by all Lenders with Extended Revolving Commitments and Existing Revolving
Commitments, (III) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall be
governed by the assignment and participation provisions set forth in Section 10.06 and (IV) no termination of Extended
Revolving Commitments and no repayment of Extended Revolving Loans accompanied by a corresponding permanent reduction in the related
Extended Revolving Commitments shall be permitted unless (A) such Extended Revolving Loans have the earliest maturity date of all
Revolving Loans or (B) such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination
or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of the Existing Revolving Loans or Existing
Revolving Commitments, as the case may be. No Lender
shall have any obligation to agree to have any of its Revolving Loans or Revolving Commitments of any Existing Revolving Class
converted or exchanged into Extended Revolving Loans or Extended Revolving Commitments pursuant to any Extension Request. Any Extended
Revolving Commitments of any Extension Series shall constitute a separate Class of revolving commitments from Existing Revolving
Commitments of the Specified Existing Revolving Class and from any other Existing Revolving Commitments (together with any other
Extended Revolving Commitments so established on such date); provided that in no event shall there be more than three (3) Classes
of revolving commitments outstanding at any one time.


 






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(b)The
Borrower shall provide the applicable Extension Request to the Administrative Agent at least five (5) Business Days (or such shorter
period as the Administrative Agent may determine in its reasonable discretion) prior to the date on which Lenders under the Existing
Term Loan Class or Existing Revolving Class (each an “Existing Class”), as applicable, are requested to respond, and
shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting
reasonably, to accomplish the purpose of this Section 2.25. Any Lender (an “Extending Lender”) wishing to have
all or a portion of its Term Loans and/or Revolving Commitments of an Existing Class subject to such Extension Request converted
or exchanged into Extended Loans/Commitments shall notify the Administrative Agent (an “Extension Election”) on or
prior to the date specified in such Extension Request of the amount of its Term Loans and/or Revolving Commitments (and/or any
earlier extended Extended Revolving Commitments) which it has elected to convert or exchange into Extended Loans/Commitments (subject
to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans
and/or Revolving Commitments subject to Extension Elections exceeds the amount of Extended Loans/Commitments requested pursuant
to the Extension Request, the Term Loans, and/or Revolving Commitments, as applicable, subject to Extension Elections shall be
converted to or exchanged to Extended Loans/Commitments on a pro rata basis (subject to such rounding requirements as may be established
by the Administrative Agent) based on the amount of Term Loans and/or Revolving Commitments included in each such Extension Election
or as may be otherwise agreed to in the applicable Extension Agreement. Notwithstanding the conversion of any Existing Revolving
Commitment into an Extended Revolving Commitment, unless expressly agreed by the holders of each affected Existing Revolving Commitment
of the Specified Existing Revolving Class, such Extended Revolving Commitment shall not be treated more favorably than all Existing
Revolving Commitments of the Specified Existing Revolving Class for purposes of the obligations of a Revolving Lender in respect
of Swing Line Loans under Section 2.03 and Letters of Credit under Section 2.04, except that the applicable Extension
Agreement may provide that the maturity date for the Swing Line Loans and/or the last day for issuing Letters of Credit may be
extended and the related obligations to make Swing Line Loans and issue Letters of Credit may be continued (pursuant to mechanics
to be specified in the applicable Extension Agreement) so long as the applicable Swing Line Lenders and/or the applicable Issuing
Bank have consented to such extensions (it being understood that no consent of any other Lender shall be required in connection
with any such extension).


 


(c)Extended
Loans/Commitments shall be established pursuant to an amendment (an “Extension Agreement”) to this Agreement (which
notwithstanding anything to the contrary set forth in Section 10.05, shall not require the consent of any Lender other than
the Extending Lenders with respect to the Extended Loans/Commitments established thereby) executed by Holdings, the Borrower, the
Administrative Agent and the Extending Lenders. In addition to any terms and changes required or permitted by Section 2.25(a),
each Extension Agreement in respect of Extended Term Loans shall amend the scheduled amortization payments pursuant to Section 2.12(a)
or the applicable Joinder Agreement or Extension Agreement
with respect to the Existing Class of Term Loans from which
the Extended Term Loans were exchanged to reduce each scheduled Installment or other amortization payment for the Existing Class
in the same proportion as the amount of Term Loans of the Existing Class is to be reduced pursuant to such Extension Agreement
(it being understood that the amount of any Installment or other amortization payment payable with respect to any individual Term
Loan of such Existing Class that is not an Extended Term Loan shall not be reduced as a result thereof). In connection with any
Extension Agreement, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the
enforceability of such Extension Agreement, this Agreement as amended thereby and such other customary matters as reasonably requested
by the Administrative Agent, and such of the other Loan Documents (if any) as may be amended thereby (in the case of such other
Loan Documents as contemplated by the immediately preceding sentence).


 






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(d)Notwithstanding
anything to the contrary contained in this Agreement, (i) on any date on which any Existing Class is converted or exchanged
to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), (A) in
the case of the existing Term Loans of each Extending Lender, the aggregate principal amount of such existing Term Loans shall
be deemed reduced by an amount equal to the aggregate
principal amount of Extended Term Loans so converted or exchanged by such Lender on such date, and the Extended Term Loans shall
be established as a separate Class of Term Loans (together with any other Extended Term Loans so established on such date), and
(B) in the case of the Existing
Revolving Commitments of each Extending Lender under any Specified Existing Revolving Class, the aggregate principal amount of
such Existing Revolving Commitments shall be deemed reduced by an
amount equal to the aggregate principal amount of Extended
Revolving Commitments so converted or exchanged by such Lender on such date, and such Extended Revolving Commitments shall be established
as a separate Class of revolving commitments from the Specified Existing Revolving Class and from any other Existing Revolving
Commitments (together with any other Extended Revolving Commitments so established on such date) and (ii) if, on any Extension
Date, any Existing Revolving Loans of any Extending Lender are outstanding under the Specified Existing Revolving Class, such Existing
Revolving Loans (and any related participations) shall be deemed to be converted or exchanged to Extended Revolving Loans (and
related participations) of the applicable Class in the same proportion as such Extending Lender’s Specified Existing Revolving
Commitments to Extended Revolving Commitments of such Class.


 


(e)In
the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given
Extension Series or the Extended Revolving Commitments of a given Extension Series, in each case, to a given Lender was incorrectly
determined as a result of manifest administrative error in the receipt and processing of an Extension Election timely submitted
by such Lender in accordance with the procedures set forth in the applicable Extension Agreement, then the Administrative Agent,
the Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any
other Lender, enter into an amendment to this Agreement
and the other Loan Documents (each, a “Corrective Extension
Agreement”) within fifteen (15) days following the
effective date of such Extension Agreement,
as the case may be, which Corrective Extension Agreement
shall (i) provide for the conversion or exchange and extension of Term Loans under the Existing Term Loan Class or Existing
Revolving Commitments (and related Existing Revolving Loans), as the case may be, in such amount as is required to cause such
Lender to hold Extended Term Loans or Extended Revolving Commitments (and related Extended Revolving Loans) of the applicable Extension
Series into which such other Existing Class were initially converted or exchanged, as the case may be, in the amount such Lender
would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable
Loans or Commitments to which it was entitled under the terms of such Extension Agreement, in the absence of such error, (ii) be
subject to the satisfaction of such conditions as the Administrative Agent, the Borrower and such Lender may agree (including conditions
of the type required to be satisfied for the effectiveness of an Extension Agreement described in Section 2.25(c)), and (iii) effect
such other amendments of the type (with appropriate reference and nomenclature changes) described in the penultimate sentence of
Section 2.25(c).


 






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(f)No
conversion or exchange of Loans or Commitments pursuant to any Extension Agreement in accordance with this Section 2.25 shall
constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.


 


This
Section 2.25 shall supersede any provisions in Section 10.05 to the contrary. For
the avoidance of doubt, any of the provisions of this Section 2.25
may be amended with the consent of the Required Lenders; provided that no such amendment shall require any Lender to provide any
Extended Loans/Commitments without such Lender’s consent.


 


Article
III.

CONDITIONS PRECEDENT


 


Section
3.01 ClosingRestatement
Effective Date. The obligation of each Lender to make a Credit Extension on the ClosingRestatement
Effective Date is subject to the satisfaction, or waiver in accordance with Section 10.05, of the following
conditions on or before the ClosingRestatement
Effective Date:


 


(a)Loan Documents.
The Administrative Agent shall have received each Loan Document originally executed and delivered by each applicable Loan Party.


 


(b)Organizational
Documents; Incumbency. The Administrative Agent shall have received (1) copies of each Organizational Document of each
Loan Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official,
each dated the ClosingRestatement
Effective Date or a recent date prior thereto; (2) signature and incumbency certificates of the officers of each
Loan Party executing the Loan Documents to which it is a party; (3) resolutions of the board of directors or similar governing
body of each Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan
Documents to which it is a party or by which it or its assets may be bound as of the ClosingRestatement
Effective Date, certified as of the ClosingRestatement
Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or
amendment; (4) a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction
of incorporation, organization or formation, and (5) such other documents as the Administrative Agent may reasonably request.


 






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(c)Organizational
and Capital Structure. The organizational structure and capital structure of Holdings and its Subsidiaries is as set forth
on Schedule 4.01.


 


(d)Existing
Indebtedness. On the Closing Date, Holdings and its Subsidiaries shall have (1) repaid in full all Existing Indebtedness,
(2) terminated any commitments to lend or make other extensions of credit thereunder, (3) delivered to the Administrative Agent
all documents or instruments necessary to release all Liens securing Existing Indebtedness and (4) made arrangements satisfactory
to the Administrative Agent with respect to the cancellation of any letters of credit outstanding thereunder or the issuance of
Letters of Credit to support the obligations of Holdings and its Subsidiaries
with respect thereto.Restatement
Effective Date Refinancing. On the Restatement Effective Date, the Restatement Effective Date Refinancing shall have been consummated.


 


(e)Governmental
Authorizations and Consents. Each Loan Party shall have obtained all Governmental Authorizations and all consents of other
Persons, in each case that are necessary or advisable in connection with the Transactions, and each of the foregoing shall be in
full force and effect and in form and substance reasonably satisfactory to the Administrative Agent. All applicable waiting periods
shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise
impose adverse conditions on the Transactions and no action, request for stay, petition for review or rehearing, reconsideration,
or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside
its consent on its own motion shall have expired.


 


(f)Personal Property
Collateral. In order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid, perfected (or
continuing) First Priority security interest in the personal property Collateral, each Loan Party shall have delivered
to the Collateral Agent:


 


(1)evidence
satisfactory to the Collateral Agent of the compliance by each Loan Party of their obligations under the Pledge and Security Agreement
and the other Security Documents (including their obligations to authorize UCC financing statements and execute and deliver originals
of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein);


 


(2)a completed
Perfection Certificate dated the ClosingRestatement
Effective Date and executed by an Authorized Officer of each Loan Party, together with all attachments contemplated
thereby;


 


(3)fully
executed and notarized Intellectual Property Security Agreements, in proper form
for filing or recording in all appropriate places in all applicable jurisdictions, memorializing and recording the encumbrance
of the Intellectual Property Assets listed in Schedule 5.2 to the Pledge and Security Agreement; and


 






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(4)evidence
that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and
delivered any other agreement, document and instrument (including, to the extent requested by the Administrative Agent, any intercompany
notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.01(b)) and made or caused to be made any
other filing and recording (other than as set forth herein) reasonably required by the Collateral Agent.


 


(g)[Reserved].


 


(h)Evidence of
Insurance. The Collateral Agent shall have received a certificate from the Borrower’s insurance broker or other evidence
reasonably satisfactory to it that all insurance required
to be maintained pursuant to Section 5.05 is in full force and effect, together with endorsements naming the Collateral
Agent, for the benefit of Secured Parties, as loss payee thereunder and each of the Secured Parties as additional insureds, in
each case, to the extent required under Section 5.05.


 


(i)Opinions of
Counsel to Loan Parties. The Agents and the Lenders and their respective counsel shall have received originally executed copies
of the favorable written opinions of Sheppard, Mullin, Richter & Hampton and Jeff Linden, counsel for Loan Parties, in the
form of Exhibit D-1 and Exhibit D-2, respectively,
and as to such other matters as the Administrative Agent may reasonably request, dated as of the ClosingRestatement
Effective Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent (and each Loan
Party hereby instructs such counsel to deliver such opinions to the Agents and the Lenders).


 


(j)Fees. The
Borrower shall have paid to (i) the Lenders the fees due and
payable on the ClosingRestatement
Effective Date referred to in Section 2.11(d) and any fees payable to the Agents in their capacities as
such or otherwise in connection herewith referred to Section 2.11(e). All such amounts may be paid out of the proceeds
of the Tranche BRestatement
Effective Date Term Loans or other proceeds received on the ClosingRestatement
Effective Date.


 


(k)Solvency; Solvency
Certificate. On the ClosingRestatement
Effective Date, (i) after giving effect to the consummation of the Transactions and any rights of contribution,
the Loan Parties, taken as a whole, are and shall be Solvent and (ii) the Administrative Agent shall have received the Solvency
Certificate from the chief financial officer of the Borrower and Holdings.


 


(l)Closing
DateOfficer’s Certificate. Holdings and
the Borrower shall have delivered to the Administrative Agent an originally executed Closing DateOfficer’s
Certificate, together with all attachments thereto, and which shall include certifications to the effect that:


 


(i)since
December 31, 20112015,
there shall not have occurred a Material Adverse Effect; and


 


(ii)each
of the conditions precedent described in this Section 3.01 and Section 3.02 shall have been satisfied on
the ClosingRestatement
Effective Date (except that no opinion need be expressed as to Administrative Agent’s, Agents’, or Required
Lenders’ satisfaction with any document, instrument or other matter).


 


 






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(m)Credit Rating.
The Borrower shall have been assigned a corporate family rating from Moody’s, a corporate credit rating from S&P, and
the Term Loans shall have been assigned a credit rating from each of Moody’s and S&P.


 


(n)Completion
of Proceedings. All partnership, corporate and other proceedings taken or to be taken in connection with the transactions contemplated
hereby and all documents incidental thereto not previously found acceptable by the Administrative Agent and its counsel shall be
satisfactory in form and substance to the Administrative Agent and the Agents and such counsel, and the Administrative Agent and
such counsel shall have received all such counterpart originals or certified copies of such documents as the Administrative Agent
may reasonably request.


 


(o)Letter of Direction.
The Administrative Agent shall have received a duly executed letter of direction from the Borrower addressed to the Administrative
Agent, on behalf of itself and Lenders, directing the disbursement on the ClosingRestatement
Effective Date of the proceeds of the Loans made on such date.


 


(p)Bank Regulatory
Information. At least 5 daysthree
(3) Business Days prior to the ClosingRestatement
Effective Date, the Lenders shall have received all documentation and other information required by bank regulatory
authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub.
L. 107-56 (signed into law October 26, 2001) (the “PATRIOT
Act”), so long as requested prior to such three (3) Business
Day period.


 


(q)Lien and Judgment
Searches. The Collateral Agent shall have received the results of recent lien and judgment searches in each of the jurisdictions
in which Uniform Commercial Code financing statements or other filings or recordations should be made to evidence or perfect
security interests in all assets of the Loan Parties, and such search shall reveal no liens on any of the assets of the Loan Party,
except for Liens permitted by Section 6.02 or liens to be discharged on or prior to the ClosingRestatement
Effective Date.


 


Section 3.02Conditions
to Each Credit Extension.


 


(a)Conditions
Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit
Date, including the ClosingRestatement
Effective Date, are subject to the satisfaction, or waiver in accordance with Section 10.05, of the following
conditions precedent:


 


(i)the
Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may be;


 


(ii)after
making the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the
Revolving Commitments then in effect;


 






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(iii)as
of such Credit Date, the representations and warranties contained herein and in the other Loan Documents shall be true and correct
in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the
extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties
shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any
such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty
shall be true and correct in all respects; and provided further in connection
with any Limited Condition Acquisition, customary “SunGard” limitations with respect to representations and warranties
shall apply;


 


(iv)as
of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit
Extension that would constitute a Default or an Event of Default; and


 


(v)on or
before the date of issuance of any Letter of Credit, the Administrative Agent shall have received all other information required
by the applicable Issuance Notice, and such other documents or information as the Issuing Bank may reasonably require in connection
with the issuance of such Letter of Credit.


 


Any Agent or the Required Lenders shall
be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably
satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such
Agent or the Required Lenders, such request is warranted under the circumstances.


 


(b)Notices.
Any Notice shall be executed by an Authorized Officer in a writing delivered to the Administrative Agent.


 


Article
IV.

REPRESENTATIONS AND WARRANTIES


 


In order to induce the
Lenders and the Issuing Bank to enter into this Agreement and to make each Credit Extension to be made thereby, each Loan Party
represents and warrants to each Lender and the Issuing Bank, on the ClosingRestatement
Effective Date and on each Credit Date that the following statements are true and correct:


 


Section
4.01 Organization; Requisite Power and Authority; Qualification. Each of Holdings and its Subsidiaries (a) is
duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (which jurisdictions
of organization as of the ClosingRestatement
Effective Date are identified on Schedule 4.01), (b) has all requisite power and authority to own
and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan
Documents to which it is a party and to carry out the transactions contemplated thereby and (c) is qualified to do business
and in good standing in every jurisdiction where any material portion of its assets are located and wherever necessary to carry
out its material business and operations.


 


 






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Section
4.02 Equity Interests and Ownership. The Equity Interests of each of the Borrower, any GrantorGuarantor
which is not a Subsidiary of Holdings (each a “Non-Subsidiary Guarantor”) and their respective
Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.02,
as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which the Borrower,
a Non-Subsidiary Guarantor or any of their respective Subsidiaries is a party requiring, and there is no membership interest or
other Equity Interests of the Borrower, a Non-Subsidiary Guarantor or any of their respective Subsidiaries outstanding which upon
conversion or exchange would require, the issuance by the Borrower, a Non-Subsidiary Guarantor or any of their respective Subsidiaries
of any additional membership interests or other Equity Interests of the Borrower, a Non-Subsidiary Guarantor or any of their respective
Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership
interest or other Equity Interests of the Borrower, a Non-Subsidiary Guarantor or any of their respective Subsidiaries. Schedule 4.02
correctly sets forth the ownership interest of the Borrower, any Non-Subsidiary Guarantor and each of their respective Subsidiaries
in their respective Subsidiaries as of the ClosingRestatement
Effective Date.


 


Section
4.03 Due Authorization. The execution, delivery and performance of the Loan Documents have been duly authorized
by all necessary action on the part of each Loan Party that is a party thereto.


 


Section
4.04 No Conflict. The execution, delivery and performance by the Loan Parties of the Loan Documents to which they
are parties and the consummation of the transactions contemplated by the Loan Documents do not and will not (a) violate (i) any
provision of any law or any governmental rule or regulation applicable to any Loan Party or any of its Subsidiaries, (ii) any
of the Organizational Documents of any Loan Party or any of its Subsidiaries or (iii) any order, judgment or decree of any
court or other agency of government binding on any Loan Party or any of its Subsidiaries; (b) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of any Loan Party
or any of its Subsidiaries except to the extent such conflict, breach or default could not reasonably be expected to have a Material
Adverse Effect; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of any
Loan Party or any of its Subsidiaries (other than any Liens created under any of the Loan Documents in favor of the Collateral
Agent on behalf of the Secured Parties); or (d) require any approval of stockholders, members or partners or any approval
or consent of any Person under any Contractual Obligation of any Loan Party or any of its Subsidiaries, except for such approvals
or consents which have been obtained on or before the ClosingRestatement
Effective Date and disclosed in writing to the Lenders and except for any such approvals or consents the failure of
which to obtain will not have a Material Adverse Effect.


 


Section
4.05 Governmental Consents. The execution, delivery and performance by the Loan Parties of the Loan Documents to
which they are parties and the consummation of the transactions contemplated by the Loan Documents do not and will not require
any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority except
for (a) filings and recordings with respect to the Collateral
to be made, or otherwise delivered to the Collateral Agent for filing and/or recordation, as of the Closing
DateRestatement Effective Date, and (b) filings and
recordings with the SEC to disclose the Loan Documents.


 


 






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Section
4.06 Binding Obligation. Each Loan Document has been duly executed and delivered by each Loan Party that is a party
thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance
with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating
to or limiting creditors’ rights generally or by equitable principles relating to enforceability.


 


Section
4.07 Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP
and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such
financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis,
of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements,
to changes resulting from audit and normal year-end adjustments. As of the ClosingRestatement
Effective Date, neither Holdings nor any of its Subsidiaries has any contingent liability or liability for Taxes, long-term
lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto
and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise)
or prospects of Holdings and its Subsidiaries taken as a whole.


 


Section
4.08 Projections. On and as of the ClosingRestatement
Effective Date, the projections of Holdings and its Subsidiaries for the period of Fiscal Year 20122016
through and including Fiscal Year 20162020
(the “Projections”) are based on good faith estimates and assumptions made by the management of
Holdings; provided, that the Projections are not to be viewed as facts and that actual results during the period or periods
covered by the Projections may differ from such Projections and that the differences may be material.


 


Section
4.09 No Material Adverse ChangeEffect.
Since December 31, 20112015,
no event, circumstance or change has occurred that has caused or evidences, either in any case or in the aggregate, a Material
Adverse Effect.


 


Section
4.10 Certain Fees. No broker’s or finder’s fee or commission shall be payable with respect to the transactions
contemplated by the Loan Documents or the use of proceeds with respect thereto, except as payable to the Agents and Lenders.


 


Section
4.11 Adverse Proceedings, Etc. There are no Adverse Proceedings, individually or in the aggregate, that could reasonably
be expected to have a Material Adverse Effect. No Loan Party nor any of its Subsidiaries (a) is in violation of any applicable
laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse
Effect or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations
of Governmental Authority, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


Section
4.12 Payment of Taxes. Except as otherwise permitted under Section 5.03, all Tax returns and reports
of each Loan Party and its Subsidiaries required to be filed by any of them have been timely filed, and all Taxes shown on such
Tax returns to be due and payable and all assessments, fees, Taxes and other governmental charges upon each Loan Party and its
Subsidiaries and upon their respective properties, assets, income, businesses and franchises which are due and payable have been
paid when due and payable except those which are being contested in good faith by appropriate proceedings diligently conducted
and for which adequate reserves or other appropriate provisions have been provided in accordance with GAAP. There is no proposed
Tax assessment against any Loan Party that would, if made, have a Material Adverse Effect.


 






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Section 4.13Properties.


 


(a)Title.
Each Loan Party and its Subsidiaries has (i) good, sufficient and legal title to (in the case of fee interests in real property),
(ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), (iii) valid licensed
rights in (in the case of licensed interests in intellectual property) and (iv) good title to (in the case of all other personal
property), all of their respective properties and assets reflected in their respective Historical Financial Statements referred
to in Section 4.07 and in the most recent financial statements delivered pursuant to Section 5.01, in each
case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise
permitted under Section 6.08. Except as permitted by this Agreement, all such properties and assets are free and clear
of Liens.


 


(b)Real Estate.
As of the ClosingRestatement
Effective Date, the Borrower and its Subsidiaries do not own any Real Estate Assets in fee, except that certain real
property located at 2770 Morris Avenue, Union, New Jersey.


 


(c)Flood Zone
Properties. No Mortgage encumbers improved real property that is located in a Flood Zone (except any such property as to which
flood insurance has been obtained and is in full force and effect as required by this Agreement).


 


Section
4.14 Environmental Matters. Except as could not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect: (a) each Loan Party and each of its Subsidiaries is in compliance with all applicable Environmental
Laws, and any past noncompliance has been fully resolved without any pending, on-going or future obligation or cost; (b) each
Loan Party and each of its Subsidiaries has obtained and maintained in full force and effect all Governmental Authorizations required
pursuant to Environmental Laws for the operation of their respective business; (c) there are and, to each Loan Party’s
knowledge, are, and have been, no conditions, occurrences, violations of Environmental Law, or presence or Releases of Hazardous
Materials which could reasonably be expected to form the basis of an Environmental Claim against any Loan Party or any of its
Subsidiaries or related to any Real Estate Assets; (d) there are no pending Environmental Claims against any Loan Party or
any of its Subsidiaries, and no Loan Party nor any of its Subsidiaries has received any written notification of any alleged violation
of, or liability pursuant to, Environmental Law or responsibility for the Release or threatened Release of, or exposure to, any
Hazardous Materials; and (e) no Lien imposed pursuant to any Environmental Law has attached to any Collateral and, to the
knowledge of any Loan Party, no conditions exist that would reasonably be expected to result in the imposition of such a Lien
on any Collateral.


 


 






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Section
4.15 No Defaults. No Loan Party nor any of its Subsidiaries is in default in the performance, observance or fulfillment
of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and no condition exists which,
with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct
or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect. No Default
or Event of Default has occurred and is continuing.


 


Section
4.16 Material Contracts. All Material Contracts as in effect on the ClosingRestatement
Effective Date are in full force and effect and no defaults currently exist thereunder.


 


Section
4.17 Governmental Regulation. No Loan Party noror
any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment Company Act of 1940
or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise
render all or any portion of the Obligations unenforceable. No Loan Party nor any of its Subsidiaries is a “registered investment
company” or a company “controlled” by a “registered investment company” or a “principal underwriter”
of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.


 


Section
4.18 Margin Stock. No Loan Party noror
any of its Subsidiaries owns any Margin Stock.


 


Section
4.19 Employee Matters. No Loan Party noror
any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material
Adverse Effect. There is (a) no unfair labor practice complaint pending against such Loan Party or any of its Subsidiaries,
or to the best knowledge of such Loan Party, threatened against any of them before the National Labor Relations Board and no grievance
or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against any Loan Party
or any of its Subsidiaries or to the best knowledge of such Loan Party, threatened against any of them, (b) no strike or
work stoppage in existence or threatened involving any Loan Party or any of its Subsidiaries and (c) to the best knowledge
of such Loan Party, no union representation question existing with respect to the employees of any Loan Party or any of its Subsidiaries
and, to the best knowledge of such Loan Party, no union organization activity that is taking place, except (with respect to any
matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as is not reasonably
likely to have a Material Adverse Effect.


 


Section
4.20 Employee Benefit Plans. Each Loan Party, each of its Subsidiaries and each of their respective ERISA Affiliates
are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code
and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all
their obligations under each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a)
of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such
Employee Benefit Plan is so qualified, or is maintained pursuant to a volume submitter or prototype document that is subject to
a favorable advisory or opinion letter from the Internal Revenue Service, and nothing has occurred subsequent to the issuance
of such determination, advisory or opinion letter, as the case may be, which would cause such Employee Benefit Plan to lose its
qualified status. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee
Benefit Plan (other than in the ordinary course) or any trust established under Title IV of ERISA has been or is expected
to be incurred by any Loan Party, any of its Subsidiaries or any of their respective ERISA Affiliates with respect to any Employee
Benefit Plan. No ERISA Event has occurred or is reasonably expected to occur. Except to the extent required under Section 4980B
of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the
purchase of insurance or otherwise) for any retired or former employee of any Loan Party, any of its Subsidiaries or any of their
respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained
or contributed to by any Loan Party, any of its Subsidiaries or any of their respective ERISA Affiliates (determined as of the
end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial
valuation for such Pension Plan) did not exceed the aggregate current fair market value of the assets of such Pension Plan. As
of the most recent valuation date for each Multiemployer Plan, the potential liability of any Loan Party, its Subsidiaries and
their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203
or Section 4205 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer
Plans, is zero. Each Loan Party, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements
of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined
in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.


 






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Section
4.21 Solvency. Holdings and its Subsidiaries, taken as a whole, are and upon the incurrence of any Obligation by
any Loan Party on any date on which this representation and warranty is made, shall be, Solvent.


 


Section
4.22 Compliance with Statutes, Etc. Each Loan Party and its Subsidiaries is in compliance with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct
of its business and the ownership of its assets and property, except such non-compliance that, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.


 


Section
4.23 Disclosure. No representation or warranty of any Loan Party contained in any Loan Document or in any other
documents, certificates or written statements furnished to any Agent or Lender by or on behalf of any Loan Party or any of its
Subsidiaries for use in connection with the transactions contemplated hereby contains any untrue statement of a material fact
or omits to state a material fact (known to such Loan Party, in the case of any document not furnished by either of them) necessary
in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were
made. Any projections and pro forma financial information contained in such materials are based upon good faith estimates and
assumptions believed by the Loan Parties to be reasonable at the time made, it being recognized by Lenders that such projections
as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections
may differ from the projected results and such differences may be material. There are no facts known (or
which should upon the reasonable exercise of that, individually
or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and that have not been disclosed herein
or in such other documents, certificates and statements furnished to Lenders for use in connection with the transactions contemplated
hereby.


 






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Section
4.24Sanctions; Anti-Corruption.


 


(a)
None of the Borrower, any of its Subsidiaries or any director, officer, employee or, to the knowledge of the Borrower, any agent
acting on behalf of the Borrower with respect to the Loans or the proceeds thereof or Affiliate of the Borrower is a Person that
is, or is owned or controlled by Persons that are: (i) a Sanctions Target; or (ii) located, organized or resident in a Sanctioned
Jurisdiction. 


 


(b)Holdings,
the Borrower, their Subsidiaries and their respective directors, officers, employees and, to the knowledge of the Borrower, the
Borrower’s agents acting on behalf of the Borrower with respect to the Loans or the proceeds thereof and Affiliates are in
compliance with the Anti-Terrorism Laws and Anti-Corruption Laws. No Loan Party has received notice of any action, suit, proceeding
or investigation against it with respect to Sanctions or Anti-Corruption Laws from any Governmental Authority at any time during
the past five (5) years.


 


(c)Section
4.24 PATRIOT Act. To the extent applicable, each Loan Party is in compliance, in all material respects,
with (i) the Trading with the Enemy Act, as
amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter
V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT ActThe
Borrower will not directly or indirectly use the proceeds of the Loans or otherwise make available such proceeds to any Person,
or for the purpose of financing activities of or with any Person, that at the time of such financing, is the subject of any Sanctions.
No part of the proceeds of the Loans shallmay
be used, directly or indirectly, for any payments to any governmental official
or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the
United States Foreign Corrupt Practices Act of 1977, as amendedAnti-Corruption
Laws.


 


Section
4.25 Intellectual Property. Except as could not, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect, (i) each of the Loan Parties owns, or is licensed to use, all Intellectual Property necessary
for or used in the conduct of its business as currently conducted, (ii) no claim has been asserted and is pending by any
Person challenging or questioning the ownership, registration or use of any Intellectual Property of the Loan Parties or the validity
or effectiveness of any Intellectual Property of the Loan Parties, nor does any Loan Party know of any valid basis for any such
claim and (iii) to the best of the Borrower’s knowledge, the use of Intellectual Property by each of the Loan Parties
does not infringe on the rights of any Person in any material respect.


 


Section 4.26Health
Care Matters.


 


(a)Compliance
with Health Care Laws; Permits.


 


(i)Each
Loan Party and each of their Subsidiaries, and any Person acting on their behalf, is and at all times has been in compliance in
all material respects with all Health Care Laws applicable to it, its products and its properties or other assets or its business
or operation, including its provision of professional services. None of the Loan Parties or any of their Subsidiaries has received
any written or oral notice from any Governmental Authority, including, without limitation, the Food and Drug Administration, the
Centers for Medicare & Medicaid Services, and the Department of Health and Human Services Office of Inspector General, of potential
or actual non-compliance by, or liability of, any of the Loan Parties or any of their Subsidiaries, under any Health Care Law
which has not been resolved.


 






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(ii)Each
Loan Party and each of their Subsidiaries, and any Person acting on their behalf, has in effect all Permits, including, without
limitation, all Permits necessary for it to own, lease or operate its properties and other assets and to carry on its business
and operations, including its provision of professional services, as presently conducted. All such Permits are in full force and
effect and there has each of their Subsidiaries are in material compliance with each such Permit held by or issued to it. ExceptAs
of the Restatement Effective Date, and except as set forth on Schedule 4.26, no action, demand, requirement
or investigation by any Governmental Authority and no suit, action or proceeding by any other
person, in each case with respect to each Loan Party, each of their Subsidiaries, any Person acting on their behalf,
or any of their respective properties, other assets or provision of professional services under any Requirements of Law, is pending
or, to the knowledge of each Loan Party and their Subsidiaries, threatened. None of the Loan Parties or any of their Subsidiaries
has received any written or oral notice from any Governmental Authority that it intends to or is threatening to revoke, suspend,
modify or materially limit any Permit.


 


(b)Filings.
All reports, documents, claims, notices or approvals required to be filed, obtained, maintained or furnished to any Governmental
Authority under Health Care Laws have been so filed, obtained,
maintained or furnished, and all such reports, documents, claims and notices were complete and correct in all material respects
on the date filed (or were corrected in or supplemented by a subsequent filing).


 


(c)Material Statements.
No Loan Party noror
any of their Subsidiaries, noror
any officer, affiliate, employee or agent of any Loan Party or any of their Subsidiaries, has made an untrue statement of a material
fact or fraudulent statement to any Governmental Authority, failed to disclose a material fact required to any Governmental Authority,
or committed an act, made a statement, or failed to make a statement that, at the time such disclosure was made, would reasonably
be expected to constitute a material violation of any Health
Care Law. No Loan Party noror
any of their Subsidiaries, noror
any officer, affiliate, employee or agent of any Loan Party or any of their Subsidiaries, has made any untrue statement of material
fact regarding claims incurred but not reported.


 


(d)Billing.
Each Loan Party, each of their Subsidiaries and each contracting physician of each Loan Party or any of their Subsidiaries (to
the extent required) has the requisite provider number or other Permit to participate, submit claims to and receive payments from
the Medicare program (to the extent such entity participates in the Medicare program), the respective Medicaid program in the state
or states in which such entity operates, and all other Third Party Payor Programs, including but not limited to Capitated Contracts
with managed care organizations, that each Loan Party and each of their Subsidiaries currently bill. Each Loan Party and their
Subsidiaries, as applicable, meet all requirements of participation, claims submission and payment of the Third Party Payor Programs
and is a party to valid participation agreements for payment by such Third Party Payor Programs. There is no investigation, audit,
claim review, or other action pending, or to the knowledge of any Loan Party or their Subsidiaries, threatened which could result
in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor provider
number or result in any Loan Party’s or any of their Subsidiaries’ exclusion from any Third Party Payor Program. No
Loan Party noror
any of their Subsidiaries has billed or received any payment or reimbursement in excess of amounts allowed by any Health Care Law
or other law. For purposes of this Agreement, a “Third Party Payor” means Medicare, Medicaid, TRICARE, Blue
Cross and/or Blue Shield, state government insurers, private insurers and any other person or entity which presently or in the
future maintains Third Party Payor Programs. In addition, for purposes of this Agreement, “Third Party Payor Programs”
means all third party payor programs in which Borrower, each of the Loan Parties and each of its Subsidiaries participates (including,
without limitation, Medicare, Medicaid, TRICARE or any other federal or state health care programs, as well as Blue Cross and/or
Blue Shield, managed care plans, or any other private insurance programs).


 


 






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(e)Contracted
Providers. Each Loan Party and their Subsidiaries is in material compliance with all applicable material Health Care Laws regarding
the selection, deselection, and credentialing of contracted providers, including, but not limited to, verification of licensing
status and eligibility for reimbursement under the Third Party Payor Programs. All contracted providers of each Loan Party and
their Subsidiaries are properly licensed and hold appropriate Permits and clinical privileges, as applicable, for the professional
services which they provide, and, with respect to providers that perform services eligible for reimbursement under any Third Party
Payor Program, are not debarred or excluded from any such Third Party Payor Program.


 


(f)Proceedings.
There are no facts, circumstances or conditions that would reasonably be expected to form the basis for any material investigation,
suit, claim, audit, action (legal or regulatory) or proceeding (legal or regulatory) by a Governmental Authority against or affecting
any Loan Party or any of their Subsidiaries relating to any of the Health Care Laws.


 


(g)Prohibited
Transactions. No Loan Party, any of their Subsidiaries or any Person acting on behalf of any Loan Party or any of their Subsidiaries
is a party to any contract, lease agreement or other arrangement (including any joint venture, service or consulting agreement)
with any physician, physician group, health care facility, hospital, nursing facility, home health agency or other person who
is in a position to make or influence referrals to or otherwise generate business to provide services, lease space, lease equipment
or engage in any other venture or activity, other than agreements which are in compliance with all applicable Health Care Laws.
No Loan Party, any of their Subsidiaries, or any person acting on behalf of any Loan Parties or any their Subsidiaries, directly
or indirectly, has: (1) offered or paid any remuneration,
in cash or in kind, to, or made any financial arrangements with, any past, present or potential patient, supplier, medical staff
member, contractor or Third Party Payor of any Loan Parties and/or any of their Subsidiaries in order to illegally obtain business
or payments from such person; (2) given or agreed to give, or is aware that there has been made or that there is any illegal
agreement to make, any illegal gift or gratuitous payment of any kind, nature or description (whether in money, property or services)
to any past, present or potential patient, supplier, contractor, Third Party Payor or any other person; (3) made or agreed
to make, or is aware that there has been made or that there is any agreement to make, any contribution, payment or gift of funds
or property to, or for the private use of, any governmental official, employee or agent where either the contribution, payment
or gift or the purpose of such contribution, payment or gift is or was illegal under the laws of any government entity having
jurisdiction over such payment, contribution or gift; (4) established or maintained any unrecorded fund or asset for any
purpose or made any misleading, false or artificial entries on any of its books or records for any reason; or (5) made, or
agreed to make, or is aware that there has been made or that there is any agreement to make, any payment to any person with the
intention or understanding that any part of such payment would be used or was given for any purpose other than that described
in the documents supporting such payment.


 






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(h)Fair Market
Value. The compensation paid or to be paid by each Loan Party and each of their Subsidiaries to any physician or physician
group who is employed by or contracted with each Loan Party or any of their Subsidiaries is fair market value for the services
and items actually provided by such physician, not taking into account the value or volume of referrals or other business generated
by such physicians or physician groups for each Loan Party or each of their Subsidiaries. Each Loan Party and each of their Subsidiaries
has at all times maintained a written agreement with each physician or physician group receiving compensation from each Loan Party
or any of their Subsidiaries.



 


(i)Medicare/Medicaid.
There are no Medicare or Medicaid termination proceedings underway with respect to any of the Loan Parties, each entity meets the
Medicare conditions of participation and, to our knowledge after such reasonable investigation under the circumstances, no employee
or independent contractor of any Loan Parties has been excluded in participating in Medicare or Medicaid or any similar federal
programs.


 



(j)Compliance.
Each Loan Party possesses and implements all necessary policies and procedures to ensure that all aspects of each Loan Party’s
operations, their employees, and all healthcare providers under contract with any Loan Party, comply with all applicable Health
Care Laws.


 


(k)Corporate Integrity
Agreements, etc. No Loan Party, noror
any of their Subsidiaries, is a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement
orders, or similar agreement with or imposed by any Governmental Authority.


 


Section
4.27 Senior Debt.  The Obligations constitute “First Lien Obligations” or
“Senior Debt” or any similar designation under
and as defined in the Intercreditor Agreement and
any other intercreditor or subordination agreement governing any junior lien or subordinated Indebtedness, and the
subordination provisions set forth in each such agreement are legally valid and enforceable against the parties
thereto.


 


Article
V.

AFFIRMATIVE COVENANTS


 


Each Loan Party covenants
and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations (other than (x) obligations
under Hedge Agreements not yet due and payable and (y) contingent indemnification obligations not yet due and payable) and
cancellation or expiration of all Letters of Credit (or collateralization thereof in a manner acceptable to the Issuing Bank),
such Loan Party shall, and shall cause each of its Subsidiaries to:


 






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Section
5.01 Financial Statements and Other Reports. In the case of Holdings, deliver to the Administrative Agent (which
shall furnish to each Lender):


 


(a)Quarterly Financial
Statements. As soon as available, and in any event within 45 days after the end of each of
the first three Fiscal QuarterQuarters
of each Fiscal Year, commencing with the Fiscal Quarter in which the ClosingRestatement
Effective Date occurs, the consolidated balance sheets of Holdings and its Subsidiaries as at the end of such Fiscal
Quarter and the related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries
for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter,
setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year,
commencing with the first Fiscal Quarter for which such corresponding figures are available, all in reasonable detail, together
with a Financial Officer Certification and a Narrative Report with respect thereto;


 


(b)Annual Financial
Statements. As soon as available, and in any event within 90 days (or, if Holdings files an extension with the SEC,
105 days) after the end of each Fiscal Year, commencing with the Fiscal Year in which the ClosingRestatement
Effective Date occurs, (i) the consolidated balance sheets of Holdings and its Subsidiaries as at the end of such
Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries
for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, commencing
with the first Fiscal Year for which such corresponding figures are available covered by such financial statements, in reasonable
detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect
to such consolidated financial statements a report thereon of an independent certified public accountants of recognized national
standing selected by Holdings, and reasonably satisfactory to the Administrative Agent (which report and/or the accompanying financial
statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements
fairly present, in all material respects, the consolidated financial position of Holdings and its Subsidiaries as at the dates
indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on
a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such
accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing
standards);


 


(c)Compliance
Certificate. Together with each delivery of financial statements of Holdings and its Subsidiaries pursuant to Sections 5.01(a)
and 5.01(b), a duly executed and completed Compliance Certificate;


 






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(d)Statements
of Reconciliation after Change in Accounting Principles. If, as a result of any change in accounting principles and policies
from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Holdings and
its Subsidiaries delivered pursuant to Section 5.01(a) or 5.01(b) shall differ in any material respect
from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting
principles and policies been made, then, together with the first delivery of such financial statements after such change, one or
more statements of reconciliation for all such prior financial statements in form and substance satisfactory to the Administrative
Agent;


 


(e)Notice of Default.
Promptly upon any officer of any Loan Party obtaining knowledge (i) of any condition or event that constitutes a Default or
an Event of Default or that notice has been given to any Loan Party with respect thereto; (ii) that any Person has given any
notice to any Loan Party or any of its Subsidiaries or taken any other action with respect to any event or condition set forth
in Section 8.01(b); or (iii) of the occurrence of any event or change that has caused or evidences, either in
any case or in the aggregate, a Material Adverse Effect, a certificate of an Authorized Officer specifying the nature and period
of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature
of such claimed Event of Default, Default, default, event or condition, and what action the Borrower (or such Loan Party) has taken,
is taking and proposes to take with respect thereto;


 


(f)Notice of Litigation.
Promptly upon any officer of any Loan Party obtaining knowledge of (i) any Adverse Proceeding not previously disclosed in
writing by the Borrower to the Lenders or (ii) any development in any Adverse Proceeding that, in the case of either clause (i)
or (ii), if adversely determined could be reasonably expected to have a Material Adverse Effect, or seeks to enjoin or otherwise
prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, or
the exercise of rights or performance of obligations under any Loan Document, written notice thereof together with such other information
as may be reasonably available to Holdings or the Borrower to enable the Lenders and their counsel to evaluate such matters;


 


(g)Financial Plan.
No later than March 31 of each Fiscal Year, a consolidated plan and financial forecast for such Fiscal Year
(a “Financial Plan”), including (1) a forecasted consolidated balance sheet and forecasted consolidated
statements of income and cash flows of Holdings and its Subsidiaries for such Fiscal Year, and an explanation of the assumptions
on which such forecasts are based and (2) forecasted consolidated statements of income and cash flows of Holdings and its
Subsidiaries for each quarter of such Fiscal Year;


 


(h)Insurance Report.
As soon as practicable and in any event by the last day of each Fiscal Year, a certificate from the Loan Parties’ insurance
broker(s) in form and substance satisfactory to the Administrative Agent outlining all material insurance coverage maintained as
of the date of such certificate by the Loan Parties and their Subsidiaries;


 


 






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(i)Information
Regarding Collateral.


 


(i)the
Borrower shall furnish to the Collateral Agent prompt written notice of any change (A) in any Loan Party’s corporate
name, (B) in any Loan Party’s identity or corporate structure, (C) in any Loan Party’s jurisdiction of organization
or (D) in any Loan Party’s Federal Taxpayer Identification Number or state organizational identification number. Each
Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under
the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have
a valid, legal and perfected security interest in all the Collateral as contemplated in the Security Documents; and


 


(ii)Each
Loan Party also agrees promptly to notify (or to have the Borrower notify on its behalf) the Collateral Agent if any material portion
of the Collateral is damaged or destroyed;


 


(j)Annual Collateral
Verification. Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant
to Section 5.01(b), each Loan Party shall deliver to the Collateral Agent a certificate of its Authorized Officer (i) either
confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the ClosingRestatement
Effective Date or the date of the most recent certificate delivered pursuant to this Section and/or identifying such
changes and (ii) certifying that all Uniform Commercial Code financing statements (including fixtures filings, as applicable)
and all supplemental intellectual property security agreements or other appropriate filings, recordings or registrations, have
been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i)
above (or in such Perfection Certificate) to the extent necessary to effect, protect and perfect the security interests under the
Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein
with respect to any continuation statements to be filed within such period);


 


(k)Management
Letters. Promptly after the receipt thereof by Holdings or the Borrower or any of their respective Subsidiaries, a copy of
any “management letter” received by any such Person from its certified public accountants and the management’s
response thereto;


 


(l)Certification
of Public Information. Holdings and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders
(Lenders that do not wish to receive material non-public information with respect to Holdings, its Subsidiaries or their securities)
and, if documents or notices required to be delivered pursuant to this Section 5.01 or otherwise are being distributed
through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”),
any document or notice that Holdings has indicated contains Non-Public Information shall not be posted on that portion of the Platform
designated for such public-side Lenders. Holdings agrees to clearly designate all Information provided to the Administrative Agent
by or on behalf of Holdings which is suitable to make available to Public Lenders. If Holdings has not indicated whether a document
or notice delivered pursuant to this Section 5.01 contains Non-Public Information, the Administrative Agent reserves
the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material
non-public information with respect to Holdings, its Subsidiaries and their securities; and


 


 






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(m)Other Information.
(A) Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements
sent or made available generally by Holdings or any of its Subsidiaries to their security holders acting in such capacity, (ii) all
regular and periodic reports and all registration statements and prospectuses, if any, filed by Holdings or any of its Subsidiaries
with any securities exchange or with the SEC or any governmental or private regulatory authority and (iii) all press releases
and other statements made available generally by Holdings or any of its Subsidiaries to the public concerning material developments
in the business of Holdings or any of its Subsidiaries and (B) such other information and data with respect to Holdings or
any of its Subsidiaries as from time to time may be reasonably requested by the Administrative Agent or any Lender.


 


Section
5.02 Existence. Except as otherwise permitted under Section 6.08, at all times preserve and keep in
full force and effect its existence and all rights and franchises, licenses and permits material to its business; provided,
that no Loan Party (other than the Borrower with respect to existence) or any of its Subsidiaries shall be required to preserve
any such existence, right or franchise, licenses and permits if such Person’s board of directors (or similar governing body)
shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Person and that the
loss thereof is not disadvantageous in any material respect to such Person or to Lenders.


 


Section
5.03 Payment of Taxes and Claims. Pay all Taxes imposed upon it or any of its properties or assets or in respect
of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (including claims for
labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon
any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided,
that no such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted, so long as (a) adequate reserves or other appropriate provisions as shall be required in conformity
with GAAP shall have been made therefor and (b) in the case of a Tax or claim which has or may become a Lien against any
of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy
such Tax or claim. No Loan Party shall, nor shall it permit any of its Subsidiaries to, file or consent to the filing of any consolidated
income tax return with any Person (other than Holdings or any of its Subsidiaries).


 


Section
5.04 Maintenance of Properties. Maintain or cause to be maintained in good repair, working order and condition,
ordinary wear and tear excepted, all material properties used or useful in the business of the Loan Parties and their Subsidiaries
and from time to time shall make or cause to be made all appropriate repairs, renewals and replacements thereof.


 


Section
5.05 Insurance. In the case of Holdings, maintain or cause to be maintained, with financially sound and reputable
insurers, such public liability insurance, third party property damage insurance, business interruption insurance and casualty
insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of the Loan Parties
and their Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation
engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering
such risks and otherwise on such terms and conditions as are customary for such Persons. Each such policy of insurance shall (i) name
the Secured Parties, as additional insureds thereunder as their interests may appear, (ii) in the case of each casualty insurance
policy, contain a loss payable clause or endorsement, satisfactory in form and substance to the Collateral Agent, that names the
Collateral Agent, on behalf of the Secured Parties, as the loss payee thereunder and (iii) provide that the insurer affording
coverage (with respect to property and liability insurance) will provide for at least thirty (30) days’ prior written
notice to the Collateral Agent of any modification or cancellation of such policy
(or 10 days’ prior written notice in the case of cancellation for non-payment).


 






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Section
5.06 Books and Records; Inspections. Maintain proper books of record and accounts in which full, true and correct
entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business
and activities. Each Loan Party shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated
by the Administrative Agent to visit and inspect any of the properties of any Loan Party where its financial and accounting records
are maintained, to inspect, copy and take extracts from its and their financial and accounting records and to discuss its and
their affairs, finances and accounts with its and their officers and independent public accountants, all upon reasonable prior
notice and at such reasonable times during normal business hours and as often as may reasonably be requested.


 


Section
5.07 Lenders’ Meetings. In the case of each of Holdings and the Borrower, upon the request of the Administrative
Agent or the Required Lenders and at the sole expense of the Borrower, participate in a conference call or meeting of the Administrative
Agent and the Lenders once during each Fiscal Year to be held, in the case of a meeting, at the Borrower’s corporate offices
(or at such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed to
by the Borrower and the Administrative Agent.


 


Section
5.08 Compliance with Contractual Obligations and Laws. Comply, and use best efforts to cause all other Persons,
if any, on or occupying any Facilities to comply, with the requirements of all Contractual Obligations and all applicable laws,
rules, regulations and orders of any Governmental Authority (including all Environmental Laws), noncompliance with which could
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


Section
5.09 Environmental Compliance. Use and operate all of its Facilities in compliance with all Environmental Laws,
keep all necessary Governmental Authorizations required pursuant to any Environmental Laws, and handle all Hazardous Materials
in compliance with all Environmental Laws, in each case except where the failure to comply with the terms of this clause could
not reasonably be expected to have a Material Adverse Effect.


 


Section
5.10 Subsidiaries. In the case of the Borrower, in the event that any Person becomes a Subsidiary of the Borrower
(other than an Excluded Foreign Subsidiary) after the date hereof, (a) promptly cause such Subsidiary to become a Guarantor
hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to the Administrative Agent and the
Collateral Agent a Counterpart Agreement, and (b) take all such actions and execute and deliver, or cause to be executed
and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(b),
3.01(f), and 3.01(i).


 


 






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(b)In the case of
the Borrower, with respect to any new Foreign Subsidiary created or acquired after the ClosingRestatement
Effective Date by the Borrower or any of its Subsidiaries, promptly execute and deliver all such documents, instruments,
agreements, and certificates as are similar to those described in Sections 3.01(b), and the Borrower shall take all
of the actions referred to in Section 3.01(f) necessary to grant and to perfect a First Priority Lien in favor of the
Collateral Agent, for the benefit of Secured Parties, under the Pledge and Security Agreement in the Equity Interests of such new
Subsidiary that is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 66.0% of the
voting Equity Interests of any new Excluded Foreign Subsidiary be required to be so pledged).


 


(c)With respect to
each new Subsidiary, the Borrower shall promptly send to the Collateral Agent written notice setting forth with respect to such
Person (i) the date on which such Person became a Subsidiary of the Borrower and (ii) all of the data required to be
set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the Borrower; and such written
notice shall be deemed to supplement Schedules 4.01 and 4.02 for all purposes hereof.


 


Section
5.11 Additional Material Real Estate Assets. In the event that any Loan Party acquires a Material Real Estate Asset
or a Real Estate Asset owned or leased on the ClosingRestatement
Effective Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien
of the Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, in the case of such Loan Party,
promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents,
instruments, agreements, opinions and certificates similar to those described on Schedule 5.11 with respect to each
such Material Real Estate Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent,
for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority
security interest in such Material Real Estate Assets. In addition, upon the Collateral Agent’s request, such Loan Party
shall deliver to the Collateral Agent a copy of all consultant’s reports, environmental site assessments or other material
documents in possession of the Loan Parties to determine if such Material Real Estate Asset is subject to material Environmental
Claims.


 


Section
5.12 Additional Collateral. With respect to any assets or property acquired after the ClosingRestatement
Effective Date by Holdings, the Borrower or any of its Subsidiaries (other than (x) any assets or property described
in Section 5.10 or Section 5.11, (y) any assets or property subject to a Lien expressly permitted
by Section 6.02 (m) or (l) and (z) assets or property acquired by an Excluded Foreign Subsidiary) as
to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected First Priority Lien, promptly
(i) execute and deliver to the Collateral Agent such amendments to the Pledge and Security Agreement or such other documents
as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties,
a perfected First Priority Lien in such assets or property and (ii) take all actions necessary or advisable to grant to the
Collateral Agent, for the benefit of the Secured Parties, a perfected First Priority Lien in such assets or property, including
without limitation, authorizing the Collateral Agent to file UCC financing statements in such jurisdictions as may be required
by the Pledge and Security Agreement or by law.


 


 






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Section
5.13 Further Assurances. At any time or from time to time upon the reasonable request of the Administrative Agent,
at the expense of the Loan Parties, promptly execute, acknowledge and deliver such further documents and do such other acts and
things as the Administrative Agent or the Collateral Agent may reasonably request in order to effect fully the purposes of the
Loan Documents or to more fully perfect or renew the rights of the Administrative Agent, the Collateral Agent or the Lenders with
respect to the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any
other property or assets hereafter acquired by the Borrower or any Subsidiary which may be deemed to be part of the Collateral).
In furtherance and not in limitation of the foregoing, each Loan Party shall take such actions as the Administrative Agent or
the Collateral Agent may reasonably request from time to time to ensure that the Obligations are guarantied by the Guarantors
and are secured by substantially all of the assets of Holdings and its Subsidiaries and all of the outstanding Equity Interests
of the Borrower and its Subsidiaries including taking all actions necessary to assist and cooperate with the Administrative Agent
in the preparation and completion of a collateral audit by the Administrative Agent (subject to limitations contained in the Loan
Documents with respect to Foreign Subsidiaries); provided that the Borrower shall not be required to pay for more than
one collateral audit per year in the absence of any Event of Default. Upon the exercise by the Administrative Agent or the Collateral
Agent of any power, right, privilege or remedy pursuant to this Agreement or the other Loan Documents which required any consent,
approval, recording, qualification or authorization of any Governmental Authority, the Borrower will execute and deliver, or will
cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Administrative
Agent or the Collateral Agent may be required to obtain from Holdings or any of its Subsidiaries for such consent, approval, recording,
qualification or authorization.


 


Section
5.14 Control Accounts; Approved Deposit Accounts. Each Loan Party shall (i) deposit in an Approved Deposit
Account all Cash it receives, (ii) not establish or maintain any Securities Account or Commodities Account that is not a
Control Account and (iii) not establish or maintain any Deposit Account other than an Approved Deposit Account, provided
however that notwithstanding the foregoing, each Loan Party may (w) maintain zero-balance accounts for the purpose of managing
local disbursements and collections and may maintain payroll, withholding tax and other fiduciary accounts, (x) maintain
accounts into which amounts are paid by a governmental entity pursuant to one or more Health Care Laws so long as the amounts
on deposit therein are transferred each Business Day to an Approved Deposit Account or any other account permitted to be so utilized
under this Section 5.14, (y) maintain other accounts as long as the aggregate monthly average daily balance over
the immediately preceding 12-month period for all such Loan Parties in all such other accounts does not exceed $3,000,000
at any time and (z) make pledges or cash deposits permitted by Section 6.02.


 


Section
5.15 Maintenance of Ratings. In the case of the Borrower, at all times use commercially reasonable efforts to maintain
public ratings issued by Moody’s and S&P with respect to its senior secured debt.


 


 






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Section
5.16 Compliance with Healthcare Laws. Within five (5) Business Days after any Loan Party obtaining knowledge
thereof provide notice to the Administrative Agent of:


 


(a)notice of any
material investigation or audit, or pending or threatened proceedings relating to any violation by any Loan Party, any of their
Subsidiaries, or any health care facility to which any Loan Party or any their Subsidiaries provides services, of any Health Care
Laws (including, without limitation, any investigation or audit or proceeding involving violation of any of the Medicare and/or
Medicaid fraud and abuse provisions);


 


(b)copies of any
written recommendation from any Governmental Authority or other regulatory body that any Loan Party or any of their Subsidiaries,
or any obligor to which any Loan Party or any their Subsidiaries provides services should have its licensure, provider or supplier
number, or accreditation suspended, revoked, or limited in any way, or have its eligibility to participate in TRICARE, Medicare
or Medicaid or to accept assignments or rights to reimbursement under TRICARE, Medicaid or Medicare regulations suspended, revoked,
or limited in any way;


 


(c)notice of any
claim to recover any alleged material overpayments with respect to any receivables including, without limitation, payments received
from TRICARE, Medicare, Medicaid or from any private insurance carrier;


 


(d)notice of termination
of eligibility of any Loan Party, any Subsidiary of any Loan Party, or any health care facility to which any Loan Party provides
services to participate in any reimbursement program of any private insurance carrier, managed care or similar organization, or
other obligor applicable to it;


 


(e)notice of any
material reduction in the level of reimbursement expected to be received with respect to any Receivables;


 


(f)notice of any
reimbursement payment contract or process that results or is reasonably expected to result in any claim against a Loan Party or
any Subsidiary of such Loan Party (including on account of overpayments, settlement payments, appeals, repayment plan requests);


 


(g)copies of any
report or communication from any Governmental Authority in connection with any inspection of any facility of a Loan Party or any
Subsidiary of such Loan Party other than those which are routine and non-material; and


 


(h)notice of any
healthcare provider’s fees being contested or disputed.


 


Section
5.17 Compliance with Anti-Terrorism and Anti-Corruption Laws. Maintain in effect and enforce, and will
procure that each of its Subsidiaries maintains
in effect and enforces, policies, procedures and internal controls designed to ensure compliance by the Borrower, its Subsidiaries
and their respective directors, officers, and employees with Anti-Terrorism Laws and Anti-Corruption Laws. 


 






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Section
5.18 Section 5.17 Post-Closing Undertakings. Within the time period
specified on Schedule 5.175.18
(or such later date to which the Administrative Agent consents
in its sole discretion), comply with the provisions set forth in Schedule 5.175.18.


 


Article
VI.

NEGATIVE COVENANTS


 


Each Loan Party covenants
and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations (other than (x) obligations
under Hedge Agreements not yet due and payable and (y) contingent indemnification obligations not yet due and payable) and
cancellation or expiration of all Letters of Credit (or collateralization thereof in a manner acceptable to the Issuing Bank),
such Loan Party shall not, nor shall it cause or permit any of its Subsidiaries to:


 


Section
6.01 Indebtedness. Directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly
or indirectly liable with respect to any Indebtedness, except:


 


(a)
the Obligations;


 


(a)(i)
the Obligations and (ii) any Indebtedness incurred to refinance, extend, renew or replace the Obligations; provided that the Refinancing
Debt Requirements are satisfied (such Indebtedness, the “Credit Agreement Refinancing Debt”);


 


(b)Indebtedness of
any Subsidiary owed to the Borrower or to any other Subsidiary, or of the Borrower owed to any Subsidiary; provided, that
(i) all such Indebtedness shall be evidenced by the Intercompany Note, and, if owed to a Loan Party, shall be subject to a
First Priority Lien pursuant to the Pledge and Security Agreement, (ii) all such Indebtedness shall be unsecured and subordinated
in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note, (iii) any payment
by any such Subsidiary Guarantor under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any
Indebtedness owed by such Subsidiary to the Borrower or to any of its Subsidiaries for whose benefit such payment is made and (iv) such
Indebtedness is permitted as an Investment under Section 6.06;


 


(c)unsecured Indebtedness
that (i) matures after, and does not require any scheduled amortization, mandatory redemption, sinking fund obligation or
other scheduled payments of principal prior to, the date which is six months after the Term Loan Maturity Date (it being understood
that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (ii)
hereof), (ii) has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a
whole, that are not materially less favorable to the Borrower than the terms and conditions customary at the time for high-yield
senior unsecured debt securities issued in a public offering, and (iii) does not require a Subsidiary of Holdings other than
the Borrower and the Subsidiary Guarantors to be an obligor with respect to such Indebtedness; provided, that (1) both
immediately prior and after giving effect to the incurrence thereof, (x) no Default or Event of Default shall exist or result
therefrom and (y) Holdings shall be in compliance with the Senior Unsecured Incurrence Test (on a pro forma basis);


 


 






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(d)Indebtedness incurred
by Holdings or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar
obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower
or any such Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions or permitted dispositions of any
business, assets or Subsidiary of Holdings or any of its Subsidiaries;


 


(e)Indebtedness which
may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the
ordinary course of business;


 


(f)Indebtedness in
respect of netting services, overdraft protections and otherwise in connection with deposit accounts;


 


(g)guaranties in
the ordinary course of business of the obligations of suppliers, customers, franchisees, real property lessors and licensees of
the Borrower and its Subsidiaries;


 


(h)guaranties by
the Borrower of Indebtedness of a Subsidiary Guarantor or guaranties by a Subsidiary Guarantor of Indebtedness of the Borrower
or another Subsidiary Guarantor with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this
Section 6.01; provided, that if the Indebtedness that is being guarantied is unsecured and/or subordinated to
the Obligations, the guaranty shall also be unsecured and/or subordinated to the Obligations;


 


(i)Indebtedness described
in Schedule 6.01 and any Permitted Refinancing thereof;


 


(j)Indebtedness incurred
during any Fiscal Year in an amount not to exceed $25,000,000 in the aggregate which is secured by purchase money Liens or incurred
with respect to Capital Leases and purchase money Indebtedness; provided, that any such Indebtedness incurred with respect
to purchase money (i) shall be secured only by the assetassets
acquired in connection with the incurrence of such Indebtedness, and (ii) shall constitute not less than 75.0% of the
aggregate consideration paid with respect to such asset;


 


(k)(i) Indebtedness
of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary or Indebtedness attaching
to assets that are acquired by the Borrower or any of its Subsidiaries, in each case after the ClosingRestatement
Effective Date as the result of a Permitted Acquisition, provided, that (x) such Indebtedness existed at
the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation
thereof and (y) such Indebtedness is not guaranteed in any respect by Holdings or any of its Subsidiaries and (ii) any
Permitted Refinancing thereof; provided, that (1) the direct and contingent obligors with respect to such Indebtedness
are not changed and (2) such Indebtedness shall not be secured by any assets other than the assets securing the Indebtedness
being renewed, extended or refinanced;


 


(l)Indebtedness of
the type described in clause (xi) of the definition thereof incurred in the ordinary course of business and not for speculation
purposes;


 






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(m)other unsecured
Indebtedness of the Borrower and its Subsidiaries in an aggregate amount not to exceed $50,000,000
at any time $50,000,000; and


 


(n)(i) Indebtedness
under the Second Lien Credit Agreement not to exceed the principal amount of $180,000,000 plus accrued interest, provided
that the net cash proceeds thereof are used to refinance the Senior Notes and pay related fee and expenses, (ii) Second
Lien Incremental Indebtedness and (iii) any Permitted Refinancing Indebtedness in respect of such Indebtedness in clauses (i)
and (ii), and, in each case, guarantees thereof, by the Guarantors.


 


Section
6.02 Liens. Directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any
property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Loan Party
or any of its Subsidiaries, whether now owned or hereafter acquired or licensed, or any income, profits or royalties therefrom,
or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with
respect to any such property, asset, income, profits or royalties under the UCC of any State or under any similar recording or
notice statute or under any applicable intellectual property laws, rules or procedures, except:


 


(a)without
duplication, (i) Liens in favor of the Collateral Agent for the benefit of Secured Parties granted pursuant to any Loan
Document and (ii) Liens securing Indebtedness described in Section 6.01(a)(ii);


 


(b)Liens for Taxes
if obligations with respect to such Taxes are being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted so long as adequate reserves or other appropriate provisions as shall be required in conformity with GAAP
shall have been made therefor;


 


(c)statutory Liens
of landlords, banks (and rights of set-off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other
Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k)
of ERISA or a violation of Section 436 of the Internal Revenue Code), in each case incurred in the ordinary course of business
(i) for amounts not yet overdue or (ii) for amounts that are overdue and that (in the case of any such amounts overdue
for a period in excess of five (5) days) are being contested in good faith by appropriate proceedings, so long as such reserves
or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts;


 


(d)Liens incurred
in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social
security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts,
trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment
of borrowed money), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the
Collateral on account thereof;


 


 






    	 	112	 



     

    

 


(e)easements, rights-of-way,
restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere
in any material respect with the ordinary conduct of the business of Holdings or any of its Subsidiaries and that, in the aggregate,
do not materially detract from the value of the property subject thereto;


 


(f)any interest or
title of a lessor or sublessor under any lease of real estate permitted hereunder and covering only the assets so leased;


 


(g)Liens solely on
any cash earnest money deposits made by Holdings or any of its Subsidiaries in connection with any letter of intent or purchase
agreement permitted hereunder;


 


(h)purported Liens
evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered
into in the ordinary course of business;


 


(i)Liens in favor
of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation
of goods;


 


(j)any zoning or
similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;


 


(k)non-exclusive
outbound licenses of patents, copyrights, trademarks and other intellectual property rights granted by Holdings or any of its Subsidiaries
in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from
the value of the business of the Borrower or such Subsidiary;


 


(l)Liens described
in Schedule 6.02;


 


(m)Liens securing
Indebtedness permitted pursuant to Section 6.01(j); provided, that any such Lien shall encumber only the assetassets
acquired with the proceeds of such Indebtedness;


 


(n)Liens securing
Indebtedness permitted by Section 6.01(k), provided, that any such Lien shall encumber only those assets which
secured such Indebtedness at the time such assets were acquired by the Borrower or its Subsidiaries;


 


(o)other Liens on
assets other than the Collateral securing Indebtedness in an aggregate amount not to exceed $10,000,000 at any time outstanding;
and


 


(p)Liens securing
the Indebtedness permitted by Section 6.01(n) on a second-priority basis pursuant to the terms of the Intercreditor
Agreement.


 


Section
6.03 No Further Negative Pledges. Except with respect to (a) this Agreement and the other Loan Documents, (b) specific
assets or property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with
respect to a permitted Asset Sale and (c) restrictions by reason of customary provisions restricting assignments, subletting
or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided
that such restrictions are limited to the assets or property secured by such Liens or the assets or property subject to such leases,
licenses or similar agreements, as the case may be), enter into any agreement prohibiting the creation or assumption of any Lien
upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.


 






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Section
6.04 Restricted Junior Payments. Directly or indirectly through any manner or means nor shall it permit any of its
Affiliates directly or indirectly through any manner or means, declare, order, pay, make or set apart, or agree to declare, order,
pay, make or set apart, any sum for any Restricted Junior Payment except that (a) any Subsidiary of the Borrower may declare
and pay dividends or make other distributions ratably to the Borrower or any Wholly-Owned Subsidiary Guarantor; (b) the Borrower
(i) may refinance the Indebtedness under the Second Lien Credit Agreement in accordance with the terms of the Intercreditor
Agreement, (ii) may make regularly scheduled payments of interest in respect of any Indebtedness permitted by Section 6.01(c)
or under the Second Lien Credit Agreement in accordance with the terms of, and only to the extent required by, the indenture
governing such notes or the Second Lien Credit Agreement, as applicable, (iii) may prepay the Second Lien Term Loans with
Declined Proceeds, as expressly allowed pursuant to Section 2.12(b) hereof, (iv) if the First Lien Leverage Ratio
is less than 2.25:1.00, may repurchase, repay, redeem, defease or retire any other outstanding Indebtedness permitted under
Section 6.01(c) or (n) with the proceeds of the Incremental Term Loans, and
(v) may repurchase, repay, redeem, defease or retire any outstanding Indebtedness permitted under Section 6.01(c)
or (n) in;
provided that the aggregate amount not torepurchased,
repaid redeemed, defeased or retired after the Restatement Effective Date in reliance on this clause (v) shall not
exceed $25,000,000; in
the aggregate; and (vi) within 180 days of the Restatement Effective Date, may prepay the Second Lien Term Loans with the remaining
proceeds of the Restatement Effective Date Term Loans after giving effect to the Restatement Effective Date Refinancing,
(c) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the Borrower
may make Restricted Junior Payments to Holdings (i) in an aggregate amount not to exceed $2,000,000 in any Fiscal Year, to
the extent necessary to permit Holdings to pay general administrative costs and expenses incurred in the ordinary course of business,
(ii) for so long as Holdings and its Subsidiaries are members of the same affiliated group of corporations within the meaning
of Section 1504 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder (and any similar provision
of state or local income tax law) to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of
Holdings and its Subsidiaries as part of such an affiliated group of which Holdings is the common parent within the meaning of
Section 1504 of the Internal Revenue Code, provided that such Restricted Junior Payment shall not exceed the aggregate amount
that would be payable by the Borrower and its Subsidiaries if they filed Tax returns on a stand-alone basis, in each case so long
as Holdings applies the amount of any such Restricted Junior Payment for such purpose, (iii) in an aggregate amount not to
exceed $1,000,000 in any twelve-month period, provided that any unused amount may be carried forward to up to a maximum aggregate
amount of $2,500,000 in any twelve-month period to permit Holdings to purchase common stock or common stock options of Holdings
from present or former officers or employees of Holdings or any of its Subsidiaries upon the death, disability or termination
of employment of such officer or employee, and (d) so long as no Default or Event of Default shall have occurred and be continuing
or shall be caused thereby, the Borrower may make Restricted Junior Payments, including payments to Holdings (and Holdings may
distribute to its shareholders) (i) in an aggregate amount not to exceed $20,000,00023,000,000
and (ii) in additional amounts not to exceed the then Available Amount so long as the Leverage Ratio is less than
or equal to 4.00:1.00 after giving effect thereto. For the avoidance of doubt, any
repurchase, repayment, redemption, defeasance or retirement of the Senior
Notes shall not constitute a Restricted Junior Payment hereunder.


 






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Section
6.05 Restrictions on Subsidiary Distributions. Except as provided hereinin
the Loan Documents, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or
restriction of any kind on the ability of any Subsidiary of the Borrower to (a) pay dividends or make any other distributions
on any of such Subsidiary’s Equity Interests owned by the Borrower or any other Subsidiary of the Borrower, (b) repay
or prepay any Indebtedness owed by such Subsidiary to the Borrower or any Subsidiary Guarantor, (c) make loans or advances
to the Borrower or any other Subsidiary Guarantor, or (d) transfer, lease or license any of its property or assets to the
Borrower or any other Subsidiary Guarantor other than restrictions (i) in agreements evidencing Indebtedness permitted by
Section 6.01(j) or (k) that impose restrictions on the property so acquired, (ii) in
agreements evidencing Indebtedness permitted by Section 6.01(c) or (n), (iii) by reason of customary provisions restricting
assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered
into in the ordinary course of business or (iiiiv) that
are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets
or Equity Interests not otherwise prohibited under this Agreement.


 


Section
6.06 Investments. Directly or indirectly, make or own any Investment in any Person, including any Joint Venture,
except:


 


(a)Investments in
Cash and Cash Equivalents;


 


(b)equity Investments
owned as of the ClosingRestatement
Effective Date in any Subsidiary and any Joint Venture and Investments made after the ClosingRestatement
Effective Date in the Borrower and any Wholly-Owned Subsidiary Guarantor;


 


(c)Investments (i) in
any Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors and (ii) deposits,
prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of the Loan
Parties and their Subsidiaries;


 


(d)intercompany loans
to the extent permitted under Section 6.01(b) and other Investments in Joint Ventures and Subsidiaries which are not
Wholly-Owned Subsidiary Guarantors, provided that such Investments (including through intercompany loans and any Permitted Acquisition)
made on or after the Restatement Effective Date in Joint
Ventures and Subsidiaries other than Wholly-Owned Subsidiary Guarantors shall not exceed the
aggregate amount of $50,000,000 at any time an aggregate amount $50,000,000.;


 


(e)Investments consisting
of Consolidated Capital Expenditures with respect to the Borrower and the Guarantors permitted
by(subject to Section 6.07(b));


 






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(f)loans and advances
to employees of Holdings and its Subsidiaries made in the ordinary course of business in an aggregate principal amount not to exceed
$1,000,000 at any time;


 


(g)Permitted Acquisitions
permitted pursuant to Section 6.08;


 


(h)Investments described
in Schedule 6.06;


 


(i)Investments consisting
of Hedge Agreements; and


 


(j)other Investments
in an aggregate amount not to exceed (x) $10,000,00011,500,000
plus, (y)
if the Leverage Ratio is less than or equal to 4.00:1.00, the then Available
Amount, in each case, during the term of this Agreement.


 


Notwithstanding the foregoing,
in no event shall any Loan Party make any Investment which results in or facilitates in any manner any Restricted Junior Payment
not otherwise permitted under the terms of Section 6.04.


 


Section 6.07Financial
Covenants. In the case of Holdings:


 


(a)Leverage
Ratio. Permit In the case of Holdings,
permit the Leverage Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending December
31, 2012September 30, 2016, to exceed the
correlative ratio indicated:


 


	Fiscal Quarter End Date	Leverage Ratio
	December 31, 2012September 30, 2016	5.75:1.00
	March 31, 2013	5.75:1.00
	June 30, 2013	5.75:1.00
	September 30, 2013December 31, 2016	5.75:1.00
	December 31, 2013	5.50:1.00
	March 31, 20142017	5.75:1.00
	June 30, 2014	5.75:1.00
	September 30, 2014	5.75:1.00
	December 31, 2014	5.75:1.00
	March 31June 30, 20152017	5.75:1.00
	JuneSeptember 30, 20152017	5.75:1.00
	September 30, 2015December 31, 2017	5.75:1.00
	December 31, 2015	5.75:1.00
	March 31, 20162018	5.50:1.00
	June 30, 20162018	5.50:1.00
	September 30, 20162018	5.50:1.00
	December 31, 20162018	5.50:1.00
	March 31, 20172019	5.25:1.00
	June 30, 20172019	5.25:1.00
	September 30, 20172019	5.25:1.00
	December 31, 20172019	5.25:1.00
	March 31, 20182020 and thereafter	5.00:1.00


 


 






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(b)Maximum Consolidated
Capital Expenditures. Make or incur Consolidated Capital Expenditures, in any Fiscal Year
indicated below, in an aggregate amount for the Loan Parties and their Subsidiaries in excess of the
corresponding amount set forth below opposite such$55,000,000
in any Fiscal Year (the “Permitted Capital Expenditure Amount”); provided, that such
amount for any Fiscal Yearthe Permitted Capital Expenditure
Amount shall be increased by an amount equal to the excess, if any, (of
such amount for the immediately preceding Fiscal Year (as adjusted in accordance with this proviso) over the actual amount of Consolidated
Capital Expenditures for such previous Fiscal Year (the “Rollover Amount”)
(; provided,
further that any such excess
amountRollover Amount shall be used in the
immediately following Fiscal Year only after the amount
scheduledPermitted Capital Expenditure Amount
for such following Fiscal Year) has
been fully utilized; provided further that if the total net revenues (as reflected on a consolidated statement of operations)
of Holdings and its Subsidiaries for aany
Fiscal Year exceed $700,000,000, the Permitted Capital Expenditure Amount for such Fiscal Year set
forth below shall be increased by 5% of the amount in excess of $700,000,000:700,000,000.


 


	Fiscal Year	Consolidated Capital Expenditures
	2012	$45,000,000
	2013 and thereafter	$48,000,000


 


Section
6.08 Fundamental Changes; Disposition of Assets; Acquisitions. Enter into any transaction of merger or consolidation,
or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or license, exchange,
transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property
of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired,
leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and
equipment and Consolidated Capital Expenditures in the ordinary course of business) the business, property or fixed assets of,
or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of
any Person, except:


 


(a)any Subsidiary
of the Borrower may be merged with or into the Borrower or any Wholly-Owned Subsidiary Guarantor, or be liquidated, wound up or
dissolved, or all or any part of its business, assets or property may be conveyed, sold, leased, transferred or otherwise disposed
of, in one transaction or a series of transactions, to the Borrower or any Wholly-Owned Subsidiary Guarantor; provided,
that in the case of such a merger, the Borrower or such Wholly-Owned Subsidiary Guarantor, as applicable shall be the continuing
or surviving Person;


 






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(b)any Subsidiary
of the Borrower may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Wholly-Owned
Subsidiary Guarantor;


 


(c)sales,
leases, licenses, transfers or other dispositions of assets that do not constitute Asset Sales;


 


(d)Asset Sales, the
proceeds of which (valued at the principal amount thereof in the case of non-Cash proceeds consisting of notes or other debt Securities
and valued at fair market value in the case of other non-Cash proceeds) are less than $50,000,000; provided, that (1) the
consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good
faith by the board of directors of the Borrower (or similar governing body)), (2) no less than 75% thereof shall be paid
in Cash, and (3) the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a);


 


(e)disposals of obsolete,
worn out or surplus property;


 


(f)Permitted Acquisitions;
provided, that in respect of acquisition targets not domiciled within the United States, the Acquisition Consideration for
such Persons or assets shall not exceed, collectively with any Investment permitted under Section 6.06(d) in Joint
Ventures and Subsidiaries other than Wholly-Owned Subsidiary Guarantors, more than $50,000,000;


 


(g)sales of assets
in connection with the sale and lease-back transactions permitted under Section 6.10;
and


 


(h)Investments made
in accordance with Section 6.06.;
and


 


(i)the
lease of the real property owned by New Jersey Imaging Partners, Inc., located at 2770 Morris Avenue, Union, N.J., to its Affiliate.


 


Section
6.09 Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any
of its Subsidiaries in compliance with the provisions of Section 6.08, directly or indirectly sell, assign, pledge
or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by
applicable law.


 


Section
6.10 Sales and Lease-Backs. Directly or indirectly, enter into any arrangement with any Person whereby in a substantially
contemporaneous transaction any Loan Party sells or transfers all or substantially all of its right, title and interest in an
asset and, in connection therewith, acquires or leases back the right to use such asset, excluding any sale and lease-back of
(i) the real property owned by New Jersey Imaging Partners, Inc. and located at 2770 Morris Avenue, Union N.J., (ii) real
property acquired as part of a Permitted Acquisition which has a fair market value of less than $2,500,000 and (iii) equipment
so long as the aggregate sale proceeds of such transactions does not exceed $25,000,000 during the term of this Agreement.


 






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Section
6.11 Transactions with Shareholders and Affiliates. Directly or indirectly, enter into or permit to exist any transaction
(including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any management,
advisory or similar fees) with any Affiliate of Holdings on terms that are less favorable to Holdings or that Subsidiary, as the
case may be, than those that might be obtained in a comparable arm’s length transaction at the time from a Person who is
not such a holder or Affiliate; provided, that the foregoing restriction shall not apply to (a) any transaction between
the Borrower and any Wholly-Owned Subsidiary Guarantor or Beverly; (b) reasonable and customary fees paid to members of the
board of directors (or similar governing body) of Holdings and its Subsidiaries; and (c) compensation arrangements for officers
and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business.


 


Section
6.12 Conduct of Business. From and after the ClosingRestatement
Effective Date, engage in any business (either directly or through a Subsidiary) other than the businesses engaged
in by such Loan Party on the ClosingRestatement
Effective Date and any business that is similar, reasonably related, incidental or ancillary thereto or a business
that is acquired pursuant to a Permitted Acquisition.


 


Section
6.13 Permitted Activities of Holdings. In the case of Holdings, (a) incur, directly or indirectly, any Indebtedness
or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the Second Lien
Credit Agreement, and
the other Loan Documents and the Senior Notes Documents; (b) create
or suffer to exist any Lien upon any assets or property now owned or hereafter acquired, leased or licensed by it other than the
Liens created under the Security Documents to which it is a party or permitted pursuant to Section 6.26.02;
(c) engage in any business or activity or own any assets other than (i) holding 100.0% of the Equity Interests
of the Borrower, (ii) performing its obligations and activities incidental thereto under the Loan Documents,
and to the extent not inconsistent therewith, the Senior Notes Documents; and (iii) making Restricted Junior
Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey,
transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity
Interests of any of its Subsidiaries unless, in the case of any Subsidiary other than the Borrower, such disposition is permitted
under Section 6.08(d) (it being understood that there is no restriction in this covenant on dispositions of Equity
Interests in Joint Ventures); (f) create or acquire any Subsidiary or make or own any Investment in any Person other than
the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.


 


Section
6.14 Amendments or Waivers of Organizational Documents, Material Contracts and Certain Indebtedness. Agree to (a) any
material amendment, restatement, supplement or other modification to any of its Organizational Documents, or any of its material
rights under any Material Contract (including the BRMG Management Agreement) if the effect of such amendment, restatement, supplement
or other modification would be materially adverse to the Loan Parties (taken as a whole) or the Lenders, (b) any amendment,
restatement, supplement, waiver or other modification changing the terms of any Senior Notes
or any other Indebtedness incurred pursuant to Section 6.01(c), or make any payment consistent with
an amendment, restatement, supplement, waiver or other modification thereto, if the effect of such amendment, restatement, supplement,
waiver or other modification is to increase the interest rate on the Senior Notes or any otherany
Indebtedness incurred pursuant to Section 6.01(c), change (to earlier dates) any dates upon which payments
of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto
(other than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment
or defeasance provisions thereof, or if the effect of such amendment, restatement, supplement, waiver or other modification, together
with all other amendments, restatements, supplements, waivers and other modifications made, is to increase materially the obligations
of the obligor thereunder or to confer any additional rights on the holders of such Senior Notes
or such other Indebtedness incurred pursuant to Section 6.01(c) (or a trustee or other representative
on their behalf) which would be adverse to any Loan Party or Lenders or (c) any amendment, restatement, supplement,
waiver or other modification of the Second Lien Credit Agreement or any Indebtedness incurred pursuant to Section 6.01(n)
other than as permitted by the Intercreditor Agreement.


 






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Section
6.15 Fiscal Year. Change its Fiscal Year-end from December 31st or change its method of determining Fiscal
Quarters.


 


Section
6.16 Use
of Proceeds Not in Violation of Sanctions or Anti-Corruption Laws. Directly or indirectly use the proceeds
of the Loans or otherwise make available such proceeds to any Person, or for the purpose of financing activities of or with any
Person, that at the time of such financing, is the subject of any Sanctions or for any payments to any governmental official or
employee, political party, official of a political party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of Anti-Corruption Laws.


 


Article
VII.

GUARANTY


 


Section
7.01 Guaranty of the Obligations. Subject to the provisions of Section 7.02, Guarantors jointly and
severally hereby irrevocably and unconditionally guaranty to the Administrative Agent for the ratable benefit of the Beneficiaries
the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required
prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed
Obligations”); provided, however, that Guaranteed Obligations consisting of obligations of any Loan Party arising under
any secured Hedge Agreement shall exclude all Excluded Swap Obligations.


 


Section
7.02 Contribution by Guarantors. All Guarantors desire to allocate among themselves (collectively, the “Contributing
Guarantors”), in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event
any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under this Guaranty
such that its Aggregate Payments exceeds its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution
from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate
Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor
as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect
to such Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing
Guarantors multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under
this Guaranty in respect of the obligations Guaranteed. “Fair Share Contribution Amount” means, with respect
to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing
Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent
transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions
of state law; provided, that solely for purposes of calculating the Fair Share Contribution Amount with respect to any
Contributing Guarantor for purposes of this Section 7.02, any assets or liabilities of such Contributing Guarantor
arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution
hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments”
means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount
of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including
in respect of this Section 7.02), minus (2) the aggregate amount of all payments received on or before such date
by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.02. The
amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is
made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this
Section 7.02 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each
Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.02.


 






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Section
7.03 Payment by Guarantors. Subject to Section 7.02, Guarantors hereby jointly and severally agree,
in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against
any Guarantor by virtue hereof, that upon the failure of the Borrower to pay any of the Guaranteed Obligations when and as the
same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including
amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11
U.S.C. § 362(a)), Guarantors shall upon demand pay, or cause to be paid, in Cash, to the Administrative Agent for the ratable
benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as
aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for the Borrower’s
becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a
claim is allowed against the Borrower for such interest in the related bankruptcy case) and all other Guaranteed Obligations then
owed to Beneficiaries as aforesaid.


 


Section
7.04 Liability of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute,
independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of
a guarantor or surety other than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting
the generality thereof, each Guarantor agrees as follows:


 


(a)this Guaranty
is a guaranty of payment when due and not of collectability. This Guaranty is a primary obligation of each Guarantor and not merely
a contract of surety;


 


(b)the Administrative
Agent may enforce this Guaranty upon the occurrence and during the continuance
of an Event of Default notwithstanding the existence of any dispute between the Borrower and any Beneficiary with respect to the
existence of such Event of Default;


 


(c)the obligations
of each Guarantor hereunder are independent of the obligations of the Borrower and the obligations of any other guarantor (including
any other Guarantor) of the obligations of the Borrower, and a separate action or actions may be brought and prosecuted against
such Guarantor whether or not any action is brought against the Borrower or any of such other guarantors and whether or not the
Borrower is joined in any such action or actions;


 



(d)payment by any
Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s
liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing,
if the Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion
of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion
of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied
by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the Guaranteed
Obligations;


 



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(e)any Beneficiary,
upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or
giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from
time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner
or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any
offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or
subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of
the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release,
surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration,
any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation
of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security
now or hereafter held by or for the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the
order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary may have against any such security,
in each case as such Beneficiary in its discretion may determine consistent herewith or the applicable Hedge Agreement and any
applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales,
whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish
any right of reimbursement or subrogation or other right or remedy of any Guarantor against the Borrower or any security for the
Guaranteed Obligations; and (vi) exercise any other rights available to it under the Loan Documents or any Hedge Agreements;
and


 


(f)this Guaranty
and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation,
impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including the occurrence
of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any failure or
omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by
operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising
under the Loan Documents or any Hedge Agreements, at law, in equity or otherwise) with respect to the Guaranteed Obligations or
any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations;
(ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions
(including provisions relating to events of default) hereof, any of the other Loan Documents, any of the Hedge Agreements or any
agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each
case whether or not in accordance with the terms hereof or such Loan Document, such Hedge Agreement or any agreement relating to
such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found
to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than
payments received pursuant to the other Loan Documents or any of the Hedge Agreements or from the proceeds of any security for
the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed
Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Beneficiary might have elected
to apply such payment to any part or all of the Guaranteed Obligations; (v) any Beneficiary’s consent to the change,
reorganization or termination of the corporate structure or existence of Holdings or any of its Subsidiaries and to any corresponding
restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in
any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which the Borrower
may allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach
of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act
or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of
any Guarantor as an obligor in respect of the Guaranteed Obligations.


 






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Section
7.05 Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of Beneficiaries: (a) any right to
require any Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower,
any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against
or exhaust any security held from the Borrower, any such other guarantor or any other Person, (iii) proceed against or have
resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of the Borrower or any other Person,
or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the
incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including any defense
based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument
relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor from any cause other than
payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that
the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal;
(d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations,
except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are
or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder,
(ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof,
(iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that
any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices,
demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance
hereof, notices of default hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal,
extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to
the Borrower and notices of any of the matters referred to in Section 7.04 and any right to consent to any thereof;
and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors
or sureties, or which may conflict with the terms hereof.


 


Section
7.06 Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been
indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or
been cancelled (or collateralized in a manner acceptable to the Issuing Bank), each Guarantor hereby waives any claim, right or
remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any
of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder (other than rights
of contribution such Guarantor may have against any other guarantor of the Guaranteed Obligations as contemplated by Section 7.02),
in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and
including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have
against the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim,
right or remedy that any Beneficiary now has or may hereafter have against the Borrower, and (c) any benefit of, and any
right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed
Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit
shall have expired or been cancelled (or collateralized in a manner acceptable to the Issuing Bank), each Guarantor shall withhold
exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the
Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.02. Each Guarantor further
agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification
and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any
rights of subrogation, reimbursement or indemnification such Guarantor may have against the Borrower or against any collateral
or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate
to any rights any Beneficiary may have against the Borrower, to all right, title and interest any Beneficiary may have in any
such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid
to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all
Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative
Agent on behalf of Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of Beneficiaries
to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.


 






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Section
7.07 Subordination of Other Obligations. Any Indebtedness of the Borrower or any Guarantor now or hereafter held
by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations,
and any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing
shall be held in trust for the Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to the Administrative
Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing
or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.


 


Section
7.08 Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed
Obligations shall have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have
expired or been cancelled (or collateralized in a manner acceptable to the Issuing Bank). Each Guarantor hereby irrevocably waives
any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.


 


Section
7.09 Authority of Guarantors or the Borrower. It is not necessary for any Beneficiary to inquire into the capacity
or powers of any Guarantor or the Borrower or the officers, directors or any agents acting or purporting to act on behalf of any
of them.


 


Section
7.10 Financial Condition of the Borrower. Any Credit Extension may be made to the Borrower or continued from time
to time, and any Hedge Agreements may be entered into from time to time, in each case without notice to or authorization from
any Guarantor regardless of the financial or other condition of the Borrower at the time of any such grant or continuation or
at the time such Hedge Agreement is entered into, as the case may be. No Beneficiary shall have any obligation to disclose or
discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of the Borrower. Each
Guarantor has adequate means to obtain information from the Borrower on a continuing basis concerning the financial condition
of the Borrower and its ability to perform its obligations under the Loan Documents and the Hedge Agreements, and each Guarantor
assumes the responsibility for being and keeping informed of the financial condition of the Borrower and of all circumstances
bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the
part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of the Borrower
now known or hereafter known by any Beneficiary.


 


Section 7.11Bankruptcy,
Etc.


 


(a)So long as any
Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of the Administrative Agent acting
pursuant to the instructions of Required Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization
or insolvency case or proceeding of or against the Borrower or any other Guarantor. The obligations of Guarantors hereunder shall
not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary,
involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Borrower or any other Guarantor
or by any defense which the Borrower or any other Guarantor may have by reason of the order, decree or decision of any court or
administrative body resulting from any such proceeding.


 






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(b)Each Guarantor
acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of
any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases
to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on
such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed
Obligations because it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by
Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve the Borrower of any
portion of such Guaranteed Obligations. Guarantors shall permit any trustee in bankruptcy, receiver, debtor in possession, assignee
for the benefit of creditors or similar Person to pay the Administrative Agent, or allow the claim of the Administrative Agent
in respect of, any such interest accruing after the date on which such case or proceeding is commenced.


 


(c)In the event that
all or any portion of the Guaranteed Obligations are paid by the Borrower, the obligations of Guarantors hereunder shall continue
and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s)
are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any
such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.


 


Section
7.12 Discharge of Guaranty Upon Sale of Guarantor. If all of the Equity Interests of any Guarantor or any of its
successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with
the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall
automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the
time of such Asset Sale.


 


Section
7.13 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 other Loan Party to honor all of
its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall
only be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without
rendering its obligations under this Section 7.13, or otherwise under this Guaranty, as it relates to such Loan Party,
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 shall remain in full force and effect until a discharge of Guaranteed Obligations.
Each Qualified ECP Guarantor intends that this Section 7.13 constitute, and this Section 7.13 shall be
deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes
of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 






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Article
VIII.

EVENTS OF DEFAULT


 


Section
8.01 Events of Default. If any one or more of the following conditions or events occur:


 


(a)Failure to
Make Payments When Due. Failure by the Borrower to pay (i) when due any installment of principal of any Loan, whether
at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; (ii) when due
any amount payable to the Issuing Bank in reimbursement of any drawing under a Letter of Credit; or (iii) any interest on
any Loan or any fee or any other amount due hereunder within five (5) days after the date due; or


 


(b)Default Under
Other Agreements. (i) Failure of any Loan Party to pay when due any principal of or interest on or any other amount, including
any payment in settlement, payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.01(a))
in an aggregate principal amount (or Net Mark-to-Market Exposure) of $5,000,000 or more, beyond the grace period, if any, provided
therefor; or (ii) breach or default by any Loan Party with respect to any other material term of (1) one or more items
of Indebtedness in the individual or aggregate principal amounts (or Net Mark-to- MarketMark-to-Market
Exposure) referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating
to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach
or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders),
to cause, that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated
maturity of any underlying obligation, as the case may be; or


 


(c)Breach of Certain
Covenants. Failure of any Loan Party (i) to perform or comply with any term or condition contained in Section 2.06,
Section 5.02 or Article VI, or (ii) to comply with the delivery requirements contained in Sections 5.01(a),
5.01(b), 5.01(c), and 5.01(e) within five (5) Business Days after the date required under such Section;
or


 


(d)Breach of Representations,
Etc. Any representation, warranty, certification or other statement made or deemed made by any Loan Party in any Loan Document
or in any statement or certificate at any time given by any Loan Party or any of its Subsidiaries in writing pursuant hereto or
thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made or, to
the extent that any such representation, warranty, certification or other statement is already qualified by materiality or material
adverse effect, such representation, warranty, certification or other statement shall be false in any respect as of the date made
or deemed made; or


 


(e)Other Defaults
Under Loan Documents. Any Loan Party shall default in the performance of or compliance with any term contained herein or any
of the other Loan Documents, other than any such term referred to in any other Section of this Section 8.01, and such
default shall not have been remedied or waived within thirty (30) days after the earlier of (i) an officer of such Loan
Party becoming aware of such default or (ii) receipt by the Borrower of notice from the Administrative Agent or any Lender
of such default; or


 






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(f)Involuntary
Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief
in respect of any Loan Party or any of its Significant Subsidiaries in an involuntary case under the Bankruptcy Code or under any
other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any
other similar relief shall be granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced
against any Loan Party or any of its Significant Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy,
insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the
appointment of a receiver, liquidator, sequestrator, trustee, conservator, custodian or other officer having similar powers over
any Loan Party or any of its Significant Subsidiaries, or over all or a substantial part of its property, shall have been entered;
or there shall have occurred the involuntary appointment of an interim receiver, trustee, conservator or other custodian of any
Loan Party or any of its Significant Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution
or similar process shall have been issued against any substantial part of the property of any Loan Party or any of its Significant
Subsidiaries, and any such event described in this clause (ii) shall continue for sixty (60) days without having been
dismissed, bonded or discharged; or


 


(g)Voluntary Bankruptcy;
Appointment of Receiver, Etc. (i) Any Loan Party or any of its Significant Subsidiaries shall have an order for relief
entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy,
insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case,
or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or
taking possession by a receiver, trustee, conservator or other custodian for all or a substantial part of its property; or any
Loan Party or any of its Significant Subsidiaries shall make any assignment for the benefit of creditors; or (ii) any Loan
Party or any of its Significant Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability,
to pay its debts as such debts become due; or the board of directors (or similar governing body) of any Loan Party or any of its
Significant Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any
of the actions referred to herein or in Section 8.01(f); or


 


(h)Judgments and
Attachments. Any money judgment, writ or warrant of attachment or similar process involving an amount in excess of $5,000,000
in the aggregate at any time (to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance
company has not denied coverage) shall be entered or filed against any Loan Party or any of its Subsidiaries or any of their respective
assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days (or in any event later
than five (5) days prior to the date of any proposed sale thereunder); or


 






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(i)Dissolution.
Any order, judgment or decree shall be entered against any Loan Party decreeing the dissolution or split up of such Loan Party
and such order shall remain undischarged or unstayed for a period in excess of thirty (30) days; or


 


(j)Employee Benefit
Plans. (i) There shall occur (A) one or more ERISA Events which individually or in the aggregate results in or might
reasonably be expected to result in a Material Adverse Effect or (B) the ERISA Event described in clause (ii) of the
definition thereof; or (ii) there exists any fact or circumstance that reasonably could be expected to result in the imposition
of a Lien or security interest pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) of ERISA or
a violation of Section 436 of the Internal Revenue Code; or


 


(k)Change of Control.
A Change of Control occurs; or


 


(l)BRMG Management
Agreement. Either Borrower or Beverly Radiology has breached any material provision, or a material default occurs under, the
BRMG Management Agreement or the BRMG Management Agreement ceases to be in full force and effect; or


 


(m)Guaranties,
Security Documents and other Loan Documents. At any time after the execution and delivery thereof, (i) the Guaranty for
any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance
with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder, (ii) this
Agreement or any Security Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance
with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof) or shall be
declared null and void, or the Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral
purported to be covered by the Security Documents with the priority required by the relevant Security Document, in each case for
any reason other than the failure of the Collateral Agent or any Secured Party to take any action within its control, or (iii) any
Loan Party shall contest the validity or enforceability of any Loan Document in writing or deny in writing that it has any further
liability, including with respect to future advances by Lenders, under any Loan Document to which it is a party or shall contest
the validity or perfection of any Lien in any Collateral purported to be covered by the Security Documents; or


 


(n)So long as the
Second Lien Term Loans (or any Permitted Refinancing Indebtedness in respect thereof) remains outstanding, the Intercreditor Agreement
shall, in whole or in part, be asserted in writing by any Loan Party not to be effective or a legally valid, binding and enforceable
obligation, or cease to be effective or cease to be legally valid, binding and enforceable against any party thereto (or against
any Person on whose behalf any such party makes any covenants or agreements therein).


 


THEN, (1) automatically
upon the occurrence and during the continuance of any Event
of Default described in Section 8.01(f) or 8.01(g), automatically, and
(2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of)
Required Lenders, upon notice to the Borrower by the Administrative Agent, (A) the Revolving Commitments, if any, of each
Lender having such Revolving Commitments, the obligation of the Issuing Bank to issue any Letter of Credit and the obligation of
the Swing Line Lender to make any Swing Line Loan shall immediately terminate; (B) each of the following shall immediately
become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby
expressly waived by each Loan Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount
equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any
beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other
documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations; provided,
that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e);
(C) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant
to the Security Documents; (D) the Administrative Agent shall direct the Borrower to pay (and the Borrower hereby agrees upon
receipt of such notice, or upon the occurrence and during the continuance
of any Event of Default specified in Sections 8.01(f) and (g) to pay) to the Administrative Agent such
additional amounts of cash as reasonably requested by the Issuing Bank, to be held as security for the Borrower’s reimbursement
Obligations in respect of Letters of Credit then outstanding; and (E) the Administrative Agent and the Collateral Agent may
exercise on behalf of themselves, the Lenders, the Issuing Bank and the other Secured Parties all rights and remedies available
to the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Bank under the Loan Documents or under applicable
law or in equity.


 






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Article
IX.

AGENTS


 


Section
9.01 Appointment of Agents. GECCEach
of CONA and SunTrust Bank is hereby appointed as SyndicationCo-Syndication
Agent hereunder, and each Lender hereby authorizes GECCCONA
and SunTrust Bank to act as the SyndicationCo-Syndication
Agent in accordance with the terms hereof and the other Loan Documents. Barclays is hereby appointed the Administrative
Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays to act
as the Administrative Agent and the Collateral Agent in accordance with the terms hereof and the other Loan Documents. Each of
RBC CapitalCS Securities
and DBSIRoyal
Bank is hereby appointed as Co-Documentation Agent hereunder, and each Lender hereby authorizes RBC
CapitalCS Securities and DBSIRoyal
Bank to act as the Co- DocumentationCo-Documentation
Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity
as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX
(other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have
any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein).
In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and
shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its
Subsidiaries. Each of the Syndication Agent and the Co-Documentation Agents, without consent of or notice to any party hereto,
may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of
this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers, the Syndication Agent and the Co-Documentation
Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities
or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Joint
Lead Arrangers, the Syndication Agent and the Co-Documentation Agents shall be entitled to all indemnification and reimbursement
rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX.
Without limitation of the foregoing, neither the Joint Lead Arrangers, the Syndication AgentCo-Syndication
Agents nor the Co-Documentation Agents in their respective capacities as such shall, by reason of this Agreement or
any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.


 






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Section
9.02 Powers and Duties. Each Lender irrevocably authorizes each Agent to take such action on such Lender’s
behalf and to exercise such powers, rights and remedies hereunder and under the other Loan Documents as are specifically delegated
or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental
thereto. In the event that any obligations (other than the Obligations) are permitted to be incurred hereunder and secured by
Liens permitted to be incurred hereunder on all or a portion of the Collateral, each Lender authorizes the Administrative Agent
to enter into intercreditor agreements, subordination agreements and amendments to the Security Documents to reflect such arrangements
on terms acceptable to the Administrative Agent. Each Agent shall have only those duties and responsibilities that are expressly
specified herein and the other Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties
by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Loan Documents, a fiduciary relationship
or other implied duties in respect of any Lender; and nothing herein or any of the other Loan Documents, expressed or implied,
is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Loan
Documents except as expressly set forth herein or therein. Without limiting the generality of the foregoing sentence, the use
of the term “agent” in this Agreement and in the other Loan Documents with reference to any Agent is not intended
to connote any fiduciary or other implied (or express) obligations arising under the agency doctrine of any applicable law. Instead,
such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship
between independent contracting parties. The Lenders acknowledge and agree that the Administrative Agent may also act, subject
to and in accordance with the terms of the Intercreditor Agreement, as the administrative agent and collateral agent for the lenders
under the Second Lien Credit Agreement.


 


Section 9.03General
Immunity.


 


(a)No Responsibility
for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability,
collectability or sufficiency hereof or any other Loan Document, or for the creation, perfection or priority of any Lien, or for
any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in
any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to
the Lenders or by or on behalf of any Loan Party or to any Agent or Lender in connection with the Loan Documents and the transactions
contemplated thereby or for the financial condition or business affairs of any Loan Party or any other Person liable for the payment
of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms,
conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the
Loans or as to the existence or possible existence of any Event of Default or Default or as to the value or sufficiency of any
Collateral or as to the satisfaction of any condition set forth in Article III or elsewhere herein (other than confirm receipt
of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of Holdings or any of
its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding,
the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter
of Credit Usage or the component amounts thereof.


 


 






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(b)Exculpatory
Provisions. No Agent nor any of its officers, partners, directors, employees or agents shall be liable to the Lenders (i) for
any action taken or omitted by any Agent (A) under or in connection with any of the Loan Documents or (B) with the consent
or at the request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of
Lenders specified by this Agreement) except to the extent caused by such Agent’s gross negligence or willful misconduct,
as determined by a final, non-appealable judgment of a court of competent jurisdiction or (ii) for any failure of any Loan
Party to perform its obligations under this Agreement or any other Loan Document. No Agent shall, except as expressly set forth
herein and in the other Loan Documents, have any duty to disclose or be liable for the failure to disclose, any information relating
to the Borrower or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity.
Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection
herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or
thereunder unless and until such Agent shall have received instructions in respect thereof from Required Lenders (or such other
Lenders as may be required to give such instructions under Section 10.05) and, upon receipt of such instructions from
Required Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain
from acting, or to exercise such power, discretion or authority, in accordance with such instructions and shall not be required
to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to
any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled
to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and
correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in
relying on opinions and judgments of attorneys (who may be attorneys for Holdings and its Subsidiaries), accountants, experts and
other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent
as a result of such Agent acting or (where so instructed) refraining from acting hereunder or any of the other Loan Documents in
accordance with the instructions of Required Lenders (or such other Lenders as may be required to give such instructions under
Section 10.05).


 


(c)Delegation
of Duties. Each of the Administrative Agent and the Collateral Agent may perform any and all of its duties and exercise its
rights and powers under this Agreement or under any other Loan Document by or through any one or more sub-
agentssub-agents appointed by it. Each of
the Administrative Agent, the Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights
and powers by or through their respective Affiliates. The exculpatory, indemnification and other provisions of this Section 9.03
and of Section 9.06 shall apply to any of the Affiliates of the Administrative Agent or the Collateral Agent 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 or Collateral Agent, as applicable. All of the rights, benefits, and privileges (including
the exculpatory and indemnification provisions) of this Section 9.03 and of Section 9.06 shall apply to
any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent as
if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent
appointed by the Administrative Agent or the Collateral Agent, (i) such sub-agent shall be a third party beneficiary under
this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification)
and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce
such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent
or joinder of any other Person, against any or all of Loan Parties and the Lenders, (ii) such rights, benefits and privileges
(including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent,
and (iii) such sub-agent shall only have obligations to the Administrative Agent and not to any Loan Party, Lender or any
other Person and no Loan Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary
or otherwise, against such sub-agent.


 






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(d)Notice of Default
or Event of Default. No Agent shall be deemed to have knowledge of any Default or Event of Default unless and until written
notice describing such Default or Event of Default is given to such Agent by a Loan Party or a Lender. In the event that the Administrative
Agent shall receive such a notice, the Administrative Agent shall give notice thereof to the Lenders, provided that failure to
give such notice shall not result in any liability on the part of the Administrative Agent.


 


Section
9.04 Agents Entitled to Act as Lender. The agency hereby created shall in no way impair or affect any of the rights
and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect
to its participation in the Loans and the Letters of Credit, each Agent shall have the same rights and powers hereunder in its
capacity as a Lender as any other Lender and may exercise the same as if it were not performing the duties and functions delegated
to it hereunder, and the term “Lender” shall, unless the context clearly otherwise indicates, include each Agent in
its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally
engage in any kind of banking, trust, financial advisory or other business with Holdings or any of its Affiliates as if it were
not performing the duties specified herein, and may accept fees and other consideration from the Borrower for services in connection
herewith and otherwise without having to account for the same to Lenders. The Lenders acknowledge that pursuant to such activities,
the Agents or their Affiliates may receive information regarding any Loan Party or any Affiliate of any Loan Party (including
information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge
that the Agents and their Affiliates shall be under no obligation to provide such information to them.


 


Section
9.05 Lenders’ Representations, Warranties and Acknowledgment. Each Lender represents and warrants that it
has made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection
with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of
Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make
any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information
with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and
no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.


 


(a)Each Lender, by
delivering its signature page to this Agreement, an Assignment Agreement or a Joinder Agreement and funding its Tranche
B Term Loan and/or Revolving Loans on the ClosingRestatement
Effective Date or by the funding of any Incremental Term Loans or Incremental Revolving Loans, as the case may be, shall
be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to
be approved by any Agent, Required Lenders or Lenders, as applicable on the ClosingRestatement
Effective Date or as of the date of funding of such Incremental Term Loans.


 







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Section
9.06 Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent,
Issuing Bank and Swing Line Lender, to the extent that such Agent, Issuing Bank or Swing Line Lender shall not have been reimbursed
by any Loan Party (and without limiting its obligation to do so), for and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of
any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent, Issuing Bank or Swing Line
Lender in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise
in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided,
that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from such Agent’s, Issuing Bank’s Swing Lien Lender’s, as
applicable gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction.
If any indemnity furnished to any Agent, Issuing Bank or Swing Line Lenders, for any purpose shall, in the opinion of such Agent,
Issuing Bank or Swing Line Lender, as applicable, be insufficient or become impaired, such Agent, Issuing Bank or Swing Line Lender,
as applicable, may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional
indemnity is furnished; provided, that in no event shall this sentence require any Lender to indemnify any Agent, Issuing
Bank or Swing Line Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement
in excess of such Lender’s Pro Rata Share thereof; and provided, further, that this sentence shall not be
deemed to require any Lender to indemnify any Agent, Issuing Bank or Swing Line Lender against any liability, obligation, loss,
damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.


 


Section
9.07 Successor Administrative Agent, Collateral Agent and Swing Line Lender. The Administrative Agent shall have
the right to resign at any time by giving prior written notice thereof to the Lenders and the Borrower. The Administrative Agent
shall have the right to appoint a financial institution to act as the Administrative Agent and/or the Collateral Agent hereunder,
subject to the reasonable satisfaction of the Borrower and the Required Lenders, and the Administrative Agent’s resignation
shall become effective on the earlier of (i) the acceptance of such successor Administrative Agent by the Borrower and the
Required Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such notice of resignation, if a successor
Administrative Agent has not already been appointed by the retiring Administrative Agent, Required Lenders shall have the right,
upon five (5) Business Days’ notice to the Borrower, to appoint a successor Administrative Agent, subject to the reasonable
satisfaction of the Borrower so long as no Event of Default has occurred and is continuing on the date such appointment is to
become effective. If neither Required Lenders nor the Administrative Agent have appointed a successor Administrative Agent, then
the Required Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent; provided, that until a successor Administrative Agent is so appointed by Required
Lenders or the Administrative Agent, the Administrative Agent, by notice to the Borrower and Required Lenders, may retain its
role as the Collateral Agent under any Security Document. Upon the acceptance of any appointment as the Administrative Agent hereunder
by a successor Administrative Agent, that 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 promptly
(i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Security
Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties
of the successor Administrative Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative
Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with
the assignment to such successor Administrative Agent of the security interests created under the Security Documents, whereupon
such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any
resignation of Barclays or its successor as the Administrative Agent pursuant to this Section shall also constitute the resignation
of Barclays or its successor as the Collateral Agent. After any retiring Administrative Agent’s resignation hereunder as
the Administrative Agent, the provisions of this Section 9Article
IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative
Agent hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment,
become the successor Collateral Agent for all purposes hereunder. If Barclays or its successor as the Administrative Agent pursuant
to this Section has resigned as the Administrative Agent but retained its role as the Collateral Agent and no successor Collateral
Agent has become the Collateral Agent pursuant to the immediately preceding sentence, Barclays or its successor may resign as
the Collateral Agent upon notice to the Borrower and Required Lenders at any time.


 






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(a)In addition to
the foregoing, the Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof
to Lenders and the Grantors. The Administrative Agent shall have the right to appoint a financial institution as the Collateral
Agent hereunder, subject to the reasonable satisfaction of the Borrower and the Required Lenders and the Collateral Agent’s
resignation shall become effective on the earlier of (i) the acceptance of such successor Collateral Agent by the Borrower
and the Required Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such notice of resignation,
Required Lenders shall have the right, upon five (5) Business Days’ notice to the Administrative Agent, to appoint a
successor Collateral Agent, subject to the reasonable satisfaction of the Borrower, so long as no Event of Default has occurred
and is continuing on the date such appointment is to become effective. Upon the acceptance of any appointment as the Collateral
Agent hereunder by a successor Collateral Agent, the successor Collateral Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement and the Security Documents,
and the retiring Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all
sums, Securities and other items of Collateral held hereunder or under the Security Documents, together with all records and other
documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this
Agreement and the Security Documents, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize
the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection
with the assignment to such successor Collateral Agent of the security interests created under the Security Documents, whereupon
such retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement and the Security Documents.
After any retiring Collateral Agent’s resignation hereunder as the Collateral Agent, the provisions of this Agreement and
the Security Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement or
the Security Documents while it was the Collateral Agent hereunder.


 


(b)Any resignation
of Barclays or its successor as the Administrative Agent pursuant to this Section shall also constitute the resignation of Barclays
or its successor as the Swing Line Lender and any successor Administrative Agent appointed pursuant to this Section shall, upon
its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event (a) the
Borrower shall prepay any outstanding Swing Line Loans made by the retiring Administrative Agent in its capacity as Swing Line
Lender, (b) upon such prepayment, the retiring Administrative Agent and Swing Line Lender shall surrender any Swing Line Note
held by it to the Borrower for cancellation and (c) the Borrower shall issue, if so requested by the successor Administrative
Agent and Swing Line Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal
amount of the Swing Line Sublimit then in effect and with other appropriate insertions.


 


Section 9.08Security
Documents and Guaranty.


 


(a)Agents under
Security Documents and Guaranty. Each Secured Party hereby further authorizes the Administrative Agent or the Collateral Agent,
as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of Secured Parties with
respect to the Guaranty, the Collateral and the Security Documents; provided, that, except as expressly set forth herein,
neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of
disclosure or any other obligation whatsoever to any holder of Obligations. Subject to Section 10.05, without further
written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable may execute
any documents or instruments necessary to (i) in connection with a sale or disposition of assets permitted by this Agreement,
release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which
Required Lenders (or such other Lenders as may be required to give such consent under Section 10.05) have otherwise
consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Required
Lenders (or such other Lenders as may be required to give such consent under Section 10.05) have otherwise consented.


 


 






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(b)Right to Realize
on Collateral and Enforce Guaranty. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower,
the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any
right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers,
rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Secured Parties in accordance
with the terms hereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral
Agent and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private
sale or other disposition, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral
at any such sale or other disposition and the Collateral Agent, as agent for and representative of Secured Parties (but not any
Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall
be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral
sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral
payable by the Collateral Agent at such sale or other disposition.


 


(c)Rights under
Hedge Agreements. No Hedge Agreement shall create (or be deemed to create) in favor of any Lender Counterparty that is a party
thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under
the Loan Documents except as expressly provided in Section 10.05(c)(v) of this Agreement and Sections 9.2 and 10
of the Pledge and Security Agreement. By accepting the benefits of the Collateral, such Lender Counterparty shall be deemed to
have appointed the Collateral Agent as its agent and agreed to be bound by the Loan Documents as a Secured Party, subject to the
limitations set forth in this clause (c).


 


(d)Release of
Collateral and Guarantees, Termination of Loan Documents. Notwithstanding anything to the contrary contained herein or any
other Loan Document, when all Obligations (other than contingent indemnification obligations not yet due and payable) have been
paid in full, all Commitments have terminated or expired or been cancelled and no Letter of Credit shall be outstanding (or if
any Letter of Credit remains outstanding, each such Letter of Credit shall have been backstopped or cash collateralized to the
satisfaction of the Issuing Bank), upon request of the Borrower, the Administrative Agent and the Collateral Agent shall (without
notice to, or vote or consent of, any Lender or any Lender Counterparty) take such actions as shall be required to release its
security interest in all Collateral, and to release all guarantee obligations provided for in any Loan Document. Any such release
of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after
such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be
restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor,
or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower
or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.


 


 






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Section
9.09 Withholding Taxes. To the extent required by any applicable law, the Administrative Agent may withhold from
any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other
Governmental Authority 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 circumstance which rendered the exemption from, or reduction of, withholding
Tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly
or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses
(including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.


 


Section
9.10 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under the Bankruptcy
Code or other applicable law or any other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective
of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention
in such proceeding or otherwise (a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of the Lenders and the other Secured Parties (including fees, disbursements
and other expenses of counsel) allowed in such judicial proceeding and (b) to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same. Any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and other Secured Party
to make such payments to the Administrative Agent. 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 other Secured Party any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender or other Secured Party to authorize the Administrative
Agent to vote in respect of the claim of such Person or in any such proceeding.


 


Article
X.

MISCELLANEOUS


 


Section 10.01Notices


 


(a)Notices Generally.
Any notice or other communication herein required or permitted to be given to a Loan Party, the Syndication
Agent, theCo-Syndication Agents, the Collateral
Agent, the Administrative Agent, the Swing Line Lender, the Issuing Bank or the Co-Documentation Agents, shall be sent to such
Person’s address as set forth on Schedule 1.01(c) or in the other relevant Loan Document, and in the case of
any Lender, the address as indicated on Schedule 1.01(c) or otherwise indicated to the Administrative Agent in writing.
Except as otherwise set forth in paragraph (b) below, each notice hereunder shall be in writing and may be personally served,
telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered
in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile or telex, or three (3) Business
Days after depositing it in the United States mail with postage prepaid and properly addressed; provided, that no notice
to any Agent shall be effective until received by such Agent; provided, further, that any such notice or other communication
shall at the request of the Administrative Agent be provided to any sub-agent appointed pursuant to Section 9.03(c)
hereto as designated by the Administrative Agent from time to time.


 






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(b)Electronic
Communications.


 


(i)Notices
and other communications to Lenders and the Issuing Bank hereunder may be delivered or furnished by electronic communication (including
e-mail and Internet or intranet websites, including the Platform) pursuant to procedures approved by the Administrative Agent;
provided, that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Article II if
such Lender or the Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices
under such Section by electronic communication. The Administrative Agent or the 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,
further, that approval of such procedures may be limited to particular notices or communications. Unless the Administrative
Agent otherwise prescribes, (i) 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 (ii) 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 (i) of notification that such notice or communication is available and identifying the website address
therefor.


 


(ii)Each
Loan Party understands that the distribution of material through an electronic medium is not necessarily secure and that there
are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic
distribution.


 


(iii)The
Platform and any Approved Electronic Communications are provided “as is” and “as available”. None of the
Agents nor any of their respective officers, directors, employees, agents, advisors or representatives (the “Agent Affiliates”)
warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each expressly disclaims
liability for errors or omissions in the Platform and the Approved Electronic Communications. No warranty of any kind, express,
implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party
rights or freedom from viruses or other code defects is made by the Agent Affiliates in connection with the Platform or the Approved
Electronic Communications. Each party hereto agrees that no Agent has any responsibility for maintaining or providing any equipment,
software, services or any testing required in connection with any Approved Electronic Communication or otherwise required for the
Platform. In no event shall any Agent nor any of the Agent Affiliates have any liability to any Loan Party, any Lender or any other
Person for damages of any kind, whether or not based on strict liability and including 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
any Agent’s transmission of communications through the internet, except to the extent the liability of any such Person is
found in a final ruling by a court of competent jurisdiction to have resulted from such Person’s gross negligence or willful
misconduct. No Agent or Agent Affiliate shall be liable for any damages arising from the use by unintended recipients of any information
or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection
with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.


 






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(iv)Each
Loan Party, each Lender, the Issuing Bank and each Agent agrees that the Administrative Agent may, but shall not be obligated to,
store any Approved Electronic Communications on the Platform in accordance with the Administrative Agent’s customary document
retention procedures and policies.


 


(v)All
uses of the Platform shall be governed by and subject to, in addition to this Section 10.01, separate terms and conditions
posted or referenced in such Platform and related agreements executed by the Lenders and their Affiliates in connection with the
use of such Platform.


 


(vi)Any
notice of Default or Event of Default may be provided by telephonic notice if confirmed promptly thereafter by delivery of written
notice thereof.


 


(c)Change of
Address. Any party hereto may changes its address or telecopy number for notices and other communications hereunder by written
notice to the other parties hereto.


 


Section
10.02 Expenses. Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to pay
promptly (a) all the actual and reasonable costs and expenses incurred in connection with the negotiation, preparation and
execution of the Loan Documents and any consents, amendments, supplements, waivers or other modifications thereto; (b) all
the costs of furnishing all opinions by counsel for the Borrower and the other Loan Parties; (c) the reasonable out-of-pocket
fees, expenses and disbursements of counsel to Agents (in each case including allocated
costs of internal counsel) in connection with the negotiation, preparation, execution and administration of the
Loan Documents and any consents, amendments, supplements, waivers or other modifications thereto and any other documents or matters
requested by the Borrower; (d) all the actual costs and reasonable expenses of creating, perfecting, recording, maintaining
and preserving Liens in favor of the Collateral Agent, for the benefit of Secured Parties, including filing and recording fees,
expenses and Taxes, stamp or documentary Taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements
of counsel to each Agent and of counsel providing any opinions that any Agent or Required Lenders may request in respect of the
Collateral or the Liens created pursuant to the Security Documents; (e) all the actual costs and reasonable fees, expenses
and disbursements of any auditors, accountants, consultants or appraisers; (f) all the actual costs and reasonable expenses
(including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained
by the Collateral Agent and its counsel) in connection with the custody or preservation of any of the Collateral; (g) all
other actual and reasonable costs and expenses incurred by each Agent in connection with the syndication of the Loans and Commitments
and the transactions contemplated by the Loan Documents and any consents, amendments, supplements, waivers or other modifications
thereto; and (h) all costs and expenses, including reasonable attorneys’ fees (including
allocated costs of internal counsel) and costs of settlement, incurred by any Agent or Lender in enforcing any
Obligations of or in collecting any payments due from any Loan Party hereunder or under the other Loan Documents (including in
connection with the sale, lease or license of, collection from, or other realization upon any of the Collateral or the enforcement
of the Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature
of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings. All amounts due under this Section 10.02
shall be due and payable within five days after demand therefor.


 






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Section 10.03Indemnity.


 


(a)In addition to
the payment of expenses pursuant to Section 10.02, whether or not the transactions contemplated hereby are consummated,
each Loan Party agrees to defend (subject to Indemnitees’ rights to selection of counsel), indemnify, pay and hold harmless,
each Agent, Joint Lead Arranger, Issuing Bank, Swing Line Lender and Lender and the officers, partners, members, directors, trustees,
shareholders, advisors, employees, representatives, attorneys, controlling persons, agents, sub-agents and Affiliates of each Agent,
Joint Lead Arranger, Issuing Bank, Swing Line Lender and Lender, as well as the respective heirs, successors and assigns of the
foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, that
no Loan Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such
Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case, as determined by
a final, non-appealable judgment of a court of competent jurisdiction. Without limiting the foregoing, and to the extent permitted
by applicable law, each Loan Party agrees not to assert and hereby waives all rights for contribution or any other rights of recovery
with respect to all Indemnified Liabilities relating to or arising out of any Environmental Claim or any Hazardous Materials activity.
To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.03 may
be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Loan Party shall contribute
the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified
Liabilities incurred by Indemnitees or any of them.


 


(b)To the extent
permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against each Agent, Joint
Lead Arranger, Issuing Bank, Swing Line Lender and Lender and their respective Affiliates, officers, partners, members, directors,
trustees, shareholders, advisors, employees, representatives, attorneys, controlling persons, agents and sub-agents on any theory
of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not
the claim therefor is based on tort, contract or duty imposed by any applicable legal requirement) arising out of, in connection
with, as a result of or in any way related to this Agreement or any Loan Document or any agreement or instrument contemplated hereby
or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds
thereof or any act or omission or event occurring in connection therewith, and each Loan Party hereby waives, releases and agrees
not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its
favor. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other
materials distributed by it through telecommunications, electronic or other information transmission systems in connection with
this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.


 






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(c)All amounts due
under this Section 10.03 shall be due and payable within five days after demand therefor.


 


Section
10.04 Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation
of any such rights, upon the occurrence and during the continuance
of any Event of Default each Lender (which term shall for the purposes of this Section 10.04 include the
Issuing Bank) is hereby authorized by each Loan Party at any time or from time to time subject to the consent of the Administrative
Agent (such consent not to be unreasonably withheld or delayed), without notice to any Loan Party or to any other Person (other
than the Administrative Agent), any such notice being hereby expressly waived to the fullest extent permitted by applicable law,
to set off and to appropriate and to apply any and all deposits (time or demand, provisional or final, general or special, including
Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other
Indebtedness at any time held or owing by such Lender to or for the credit or the account of any Loan Party against and on account
of the obligations and liabilities of any Loan Party to such Lender hereunder, the Letters of Credit and participations therein
and under the other Loan Documents, including all claims of any nature or description arising out of or connected hereto, the
Letters of Credit and participations therein or with any other Loan Document, irrespective of whether or not (a) such Lender
shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the
Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Article II and although
such obligations and liabilities, or any of them, may be contingent or unmatured.


 


Section 10.05Amendments
and Waivers.


 


(a)Required Lenders’
Consent. Subject to the additional requirements of Sections 10.05(b) and 10.05(c), no amendment, supplement,
modification, termination or waiver of any provision of the Loan Documents, or consent to any departure by any Loan Party therefrom,
shall in any event be effective without the written concurrence of the Required Lenders (delivery of an executed counterpart of
a signature page to the applicable amendment, supplement, modification, termination or waiver by facsimile or other electronic
transmission will be effective as delivery of a manually executed counterpart thereof);
provided that the Fee Letter may only be amended with the
consent of the parties thereto.


 


(b)Affected Lenders’
Consent. Without the written consent of each Lender that would be directly and adversely affected thereby, no amendment, supplement,
modification, termination, or consent shall be effective if the effect thereof would:






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(i)extend
the scheduled final maturity of any Loan or Note;


 


(ii)waive,
reduce or postpone any scheduled repayment (but not prepayment) of principal;


 


(iii)extend
the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;


 


(iv)reduce
the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to
Section 2.10) or any fee or any premium payable hereunder; provided, that only the consent of the Required Lenders
shall be necessary to amend the Default Rate in Section 2.10 or to waive any obligation of the Borrower to pay interest
at the Default Rate;


 


(v)waive
or extend the time for payment of any such interest, fees or premiums;


 


(vi)reduce
or forgive the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;


 


(vii)amend,
modify, terminate or waive any provision of Section 2.13(b)(ii), Section 2.16(c), Section 2.17,
this Section 10.05(b), Section 10.05(c) or any other provision of this Agreement that expressly provides
that the consent of all Lenders is required;


 


(viii)amend
the definition of “Required Lenders” or the definition of “Pro Rata Share”; provided
that with the consent of Required Lenders, additional extensions of credit pursuant hereto may be included in the determination
of “Required Lenders” or “Pro Rata Share” on substantially the same basis as the Term
Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the ClosingRestatement
Effective Date;


 


(ix)(a)
release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty or (b) subordinate
the Lien of the Collateral Agent on all or substantially all the Collateral or subordinate any Guaranty of the Guarantors, except
in each case as expressly provided in the Loan Documents;


 


(x)consent
to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document except as expressly
provided in any Loan Document; or


provided that, for the
avoidance of doubt, all Lenders shall be deemed directly and adversely affected thereby with respect to any amendment described
in clauses (vii), (viii), (ix) and (x).


 


(c)Other Consents.
No amendment, modification, termination or waiver of any provision of the Loan Documents, or consent to any departure by any Loan
Party therefrom, shall:


 






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(i)increase
any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided
that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall be deemed to
constitute an increase in any Revolving Commitment of any Lender;


 


(ii)amend,
modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent
of Swing Line Lender;


 


(iii)alter
the required application of any repayments or prepayments as between Classes pursuant to Section 2.15 without the consent
of Lenders holding more than 50.0% of the aggregate Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders or
Incremental Term Loan Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment
as a result thereof; provided, that Required Lenders may waive, in whole or in part, any prepayment so long as the application,
as between Classes, of any portion of such prepayment which is still required to be made is not altered;


 


(iv)amend,
modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided
in Section 2.04(e) without the written consent of the Administrative Agent and of the Issuing Bank;


 


(v)amend,
modify or waive this Agreement or the Pledge and Security Agreement so as to alter the ratable treatment of Obligations arising
under the Loan Documents and Obligations arising under Hedge Agreements or the definition of “Lender Counterparty,”
“Hedge Agreement,” “Obligations,” or “Secured Obligations” (as defined
in any applicable Security Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding
without the written consent of any such Lender Counterparty  (or, in
the case of the HSBC Hedge Agreement, GECC) or release all or substantially all
of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Loan Documents
without the written consent of each Lender Counterparty (or, in the case of the HSBC Hedge Agreement,
GECC) with Obligations then outstanding;


 


(vi)amend,
modify, terminate or waive any provision of Article IX as the same applies to any Agent, or any other provision hereof as
the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; or


 


(vii)amend
or waive any condition for the making of any Revolving Loan
or Swing Line Loan or the issuing of any Letter of Credit set forth in Section 3.02 without the consent of Lenders
holding more than 50.0% of the aggregate Revolving Exposure of all Lenders.


 






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(d)Execution of
Amendments, Etc. The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute
amendments, supplements, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective
only in the specific instance and for the specific purpose for which it was given. In the case of any waiver, the parties hereto
shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing, but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon. No notice to or demand on any Loan Party in any case shall entitle
any Loan Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination,
waiver or consent effected in accordance with this Section 10.05 shall be binding upon each Lender at the time outstanding,
each future Lender and, if signed by a Loan Party, on such Loan Party.


 


Section 10.06Successors
and Assigns; Participations.


 


(a)Generally.
This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit
of the parties hereto and the successors and assigns of Lenders. No Loan Party’s rights or obligations hereunder nor any
interest therein may be assigned or delegated by any Loan Party without the prior written consent of all Lenders (and any purported
assignment or delegation without such consent shall be null and void).


 


(b)Register.
The Borrower, the Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders
and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of
any such Commitment or Loan shall be effective, in each case, unless and until recorded in the Register following receipt of a
fully executed Assignment Agreement effecting the assignment or transfer thereof, together with the required forms and certificates
regarding Tax matters and any fees payable in connection with such assignment, in each case, as provided in Section 10.06(d).
Each assignment shall be recorded in the Register promptly following receipt by the Administrative Agent of the fully executed
Assignment Agreement and all other necessary documents and approvals, prompt notice thereof shall be provided to the Borrower and
a copy of such Assignment Agreement shall be maintained, as applicable. The date of such recordation of a transfer shall be referred
to herein as the “Assignment Effective Date”. Any request, authority or consent of any Person who, at the time
of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding
on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.


 


(c)Right to Assign.
Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this
Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, that pro rata
assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations
under and in respect of any applicable Loan and any related Commitments):


 


(i)to any
Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee”; and


 






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(ii)to
any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon such
Person (except in the case of assignments made by or to any Joint Lead Arranger or any of its Affiliates in connection with the
primary syndication or otherwise) being consented to by the Administrative Agent and, in the case of assignments of Revolving Loans
or Revolving Commitments, the Issuing Bank and the Swing Line Lender and the Borrower (such consents not to be (x) unreasonably
withheld or delayed or (y) in the case of the Borrower, required at any time an Event of Default has occurred and is continuing
and the consent of the Borrower shall be deemed to have been provided unless it shall object thereto by written notice to the Administrative
Agent within 5 Business Days after having received notice thereof); provided, that further each such assignment pursuant
to this Section 10.06(c)(ii) shall be in an aggregate amount of not less than (A) $5,000,000 (or such lesser amount
as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments
and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and
(B) $1,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the
aggregate amount of the  Tranche BRestatement
Effective Date Term LoanLoans
or Incremental Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans; provided, that
the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment
amounts.


 


(d)Mechanics.
Assignments and assumptions of Loans and Commitments by Lenders shall be effected by manual execution and delivery to the Administrative
Agent of an Assignment Agreement. Assignments made pursuant to the foregoing provision shall be effective as of the Assignment
Effective Date. In connection with all assignments there shall be delivered to the Administrative Agent such forms, certificates
or other evidence, if any, with respect to United States federal income Tax withholding matters as the assignee under such Assignment
Agreement may be required to deliver pursuant to Section 2.20(c), together with payment to the Administrative Agent
of a registration and processing fee of $3,500 (except that no such registration and processing fee shall be payable (y) in
connection with an assignment by or to Barclays or any Affiliate thereof or (z) in the case of an Eligible Assignee which
is already a Lender or is an Affiliate or Related Fund of a Lender or a Person under common management with a Lender).


 


(e)Representations
and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments
and Loans, as the case may be, represents and warrants as of the ClosingRestatement
Effective Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience
and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may
be; and (iii) it shall make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary
course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange
Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.06, the
disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).


 


 






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(f)Effect of Assignment.
Subject to the terms and conditions of this Section 10.06, as of the “Assignment Effective Date” (i) the
assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in
the Loans and Commitments as reflected in the Register and shall thereafter be a party hereto and a “Lender” for all
purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been
assigned to the assignee, relinquish its rights (other than any rights which survive the termination hereof, including under Section 10.08)
and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning
Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective Date;
provided, that anything contained in any of the Loan Documents to the contrary notwithstanding, (y) the Issuing Bank
shall continue to have all rights and obligations thereof with respect to such Letters of Credit until the cancellation or expiration
of such Letters of Credit and the reimbursement of any amounts drawn thereunder and (z) such assigning Lender shall continue
to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior
involvement of such assigning Lender as a Lender hereunder); (iii) the Commitments shall be modified to reflect any Commitment
of such assignee and any Revolving Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after
the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter
as practicable, surrender its applicable Notes to the Administrative Agent for cancellation, and thereupon the Borrower shall issue
and deliver new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender,
with appropriate insertions, to reflect the new Revolving Commitments and/or outstanding Loans of the assignee and/or the assigning
Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with the requirements
of this Section 10.06 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 Section 10.06(g). Any assignment by a Lender pursuant to this Section 10.06
shall not in any way constitute or be deemed to constitute a novation, discharge, rescission, extinguishment or substitution of
the Indebtedness hereunder, and any Indebtedness so assigned shall continue to be the same obligation and not a new obligation.


 


(g)Participations.


 


(i)Each
Lender shall have the right at any time to sell one or more participations to any Person (other than Holdings, any of its Subsidiaries
or any of its Affiliates) in all or any part of its Commitments, Loans or in any other Obligation.


 


(ii)The
holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require
such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would
(A) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended
beyond the Revolving Commitment Termination Date) in which such participant is participating, or reduce the rate or extend the
time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in
interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the
amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction
in the Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan
shall be permitted without the consent of any participant if the participant’s participation is not increased as a result
thereof), (B) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under this Agreement,
(C) amend the definition of “Required Lenders” (or amend Section 10.05(a) in a manner that has
the same effect as an amendment to such definition) or the definition of “Pro Rata Share” or (D) release all or
substantially all of the Guarantors or the Collateral under the Security Documents (except as expressly provided in the Loan Documents)
supporting the Loans hereunder in which such participant is participating.


 


 






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(iii)The
Borrower agrees that each participant shall be entitled to the benefits of Sections 2.18(c), 2.19 and 2.20
to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section;
provided, that (x) a participant shall not be entitled to receive any greater payment under Section 2.19
or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such
participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent and
(y) a participant that would be a Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 2.20
unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the
Borrower, to comply with Section 2.20 as though it were a Lender; provided, further, that, except as
specifically set forth in clauses (x) and (y) of this sentence, nothing herein shall require any notice to the Borrower
or any other Person in connection with the sale of any participation. To the extent permitted by law, each participant also shall
be entitled to the benefits of Section 10.4 as though it were a Lender; provided, that such Participant agrees
to be subject to Section 2.17 as though it were a Lender.


 


(iv)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 of each participant’s interest in the
Commitments, Loans and other Obligations under the Loan Documents (the “Participant Register”). The entries
in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to
the contrary. Any such Participant Register shall be available for inspection by the Administrative Agent at any reasonable time
and from time to time upon reasonable prior notice.


 


(h)Certain Other
Assignments and Participations. In addition to any other assignment or participation permitted pursuant to this Section 10.06
any Lender may assign as security and/or pledge (without the consent of the Borrower or the Administrative Agent) all or any portion
of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including
any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular
issued by such Federal Reserve Bank; provided, that no Lender, as between the Borrower and such Lender, shall be relieved
of any of its obligations hereunder as a result of any such assignment and pledge; provided, further, that in no
event shall the applicable Federal Reserve Bank, pledgee or trustee, be considered to be a “Lender” or be entitled
to require the assigning Lender to take or omit to take any action hereunder.


 






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Section
10.07 Independence of Covenants, Etc. All covenants, conditions and other terms hereunder and under the other Loan
Documents shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants,
conditions or other terms, the fact that it would be permitted by an exception to, or would otherwise be within the limitations
of, another covenant, condition or other term shall not avoid the occurrence of a Default or an Event of Default if such action
is taken or condition exists.


 


Section
10.08 Survival of Representations, Warranties and Agreements. All representations, warranties and agreements made
herein shall survive the execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein
or implied by law to the contrary, the agreements of each Loan Party set forth in Sections 2.18(c), 2.19, 2.20,
10.02, 10.03 and 10.04 and the agreements of Lenders set forth in Sections 2.17, 9.03(b),
9.06 and 9.09 shall survive the payment of the Loans, the cancellation or expiration of the Letters of Credit
and the reimbursement of any amounts drawn thereunder, and the termination hereof.


 


Section
10.09 No Waiver; Remedies Cumulative. No failure or delay or course of dealing on the part of any Agent or any Lender
in the exercise of any power, right or privilege hereunder or under any other Loan Document shall impair such power, right or
privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights,
powers and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all
rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Loan Documents or any of the
Hedge Agreements. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall
not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise
of any such right, power or remedy. Without limiting the generality of the foregoing, the making of any Credit Extension shall
not be construed as a waiver of any Default or Event of Default, regardless of whether any Agent, Issuing Bank or Lender may have
had notice or knowledge of such Default or Event of Default at the time of the making of any such Credit Extension.


 


Section
10.10 Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal
any assets in favor of any Loan Party or any other Person or against or in payment of any or all of the Obligations. To the extent
that any Loan Party makes a payment or payments to the Administrative Agent or Lenders (or to the Administrative Agent, on behalf
of Lenders), or any Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments
or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or
federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full
force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.


 






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Section
10.11 Severability. In case any provision in or obligation hereunder or under any other Loan Document shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations,
or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby (it being understood
that the invalidity, illegality or unenforceability of a particular provision in a particular jurisdiction shall not in and of
itself affect the validity, legality or enforceability of such provision in any other jurisdiction). The parties hereto shall
endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid, legal and enforceable
provisions the economic effect of which comes as close as reasonably possible to that of the invalid, illegal or unenforceable
provisions.


 


Section
10.12 Obligations Several; Independent Nature of Lenders’ Rights. The obligations of Lenders hereunder are
several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained
herein or in any other Loan Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute
Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder
to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising
out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.


 


Section
10.13 Table of Contents and Headings. The Table of Contents hereof and Article and Section headings herein are included
herein for convenience of reference only and shall not constitute a part hereof for any other purpose, modify or amend the terms
or conditions hereof, be used in connection with the interpretation of any term or condition hereof or be given any substantive
effect.


 


Section
10.14 APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED
BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.


 






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Section
10.15 CONSENT TO JURISDICTION. SUBJECT TO CLAUSE (E) OF THE FOLLOWING SENTENCE, ALL JUDICIAL PROCEEDINGS
BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER LOAN DOCUMENT, OR ANY OF THE OBLIGATIONS, SHALL BE BROUGHT
IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING
THIS AGREEMENT, EACH LOAN PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, HEREBY EXPRESSLY AND IRREVOCABLY (A) ACCEPTS
GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS (OTHER THAN WITH RESPECT TO ACTIONS BY ANY AGENT
IN RESPECT OF RIGHTS UNDER ANY SECURITY AGREEMENT GOVERNED BY A LAWS OTHER THAN THE LAWS OF THE STATE OF NEW YORK OR WITH RESPECT
TO ANY COLLATERAL SUBJECT THERETO); (B) WAIVES (I) JURISDICTION AND VENUE OF COURTS IN ANY OTHER JURISDICTION IN WHICH
IT MAY BE ENTITLED TO BRING SUIT BY REASON OF ITS PRESENT OR FUTURE DOMICILE OR OTHERWISE AND (II) ANY DEFENSE OF FORUM NON
CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE LOAN PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.01;
(D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE
LOAN PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT;
AND (E) AGREES THAT THE AGENTS AND THE LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS
UNDER ANY SECURITY DOCUMENT OR THE ENFORCEMENT OF ANY JUDGMENT.


 



Section
10.16 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER
ANY OF THE OTHER CREDITLOAN
DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER
RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT
MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH
OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT
TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH
WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT
HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY
A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.1710.16
AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER WILL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDITLOAN
DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION,
THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 






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Section
10.17 Confidentiality. Each Agent and each Lender (which term shall for the purposes of this Section 10.17
include the Issuing Bank) shall hold all non-public information regarding the Loan Parties and their Subsidiaries and their
businesses identified as such by the Borrower and obtained by such Agent or such Lender pursuant to the requirements hereof in
accordance with such Agent’s and such Lender’s customary procedures for handling confidential information of such
nature, it being understood and agreed by the Borrower that, in any event, the Administrative Agent may disclose such information
to the Lenders and each Agent and each Lender may make (i) disclosures of such information to Affiliates or Related Funds
of such Lender or Agent and to their respective officers, directors, employees, representatives, agents and advisors (and to other
Persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise
made in accordance with this Section 10.17), (ii) disclosures of such information reasonably required by (A) any
pledgee referred to in Section 10.06(h), (B) any bona fide or potential assignee, transferee or participant in
connection with the contemplated assignment, transfer or participation of any Loans or any participations therein, (C) any
bona fide or potential direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative
transaction relating to any Loan Party and its obligations or (D) any direct or indirect investor or prospective investor
in a Related Fund; provided, that such pledgees, assignees, transferees, participants, counterparties, advisors and investors
are advised of and agree to be bound by either the provisions of this Section 10.17 or other provisions at least as
restrictive as this Section 10.17, (iii) disclosure to any rating agency when required by it; provided,
that, prior to any disclosure, such rating agency be instructed to preserve the confidentiality of any confidential information
relating to the Loan Parties received by it from any Agent or any Lender, (iv) disclosures in connection with the exercise
of any remedies hereunder or under any other Loan Document and (v) disclosures required or requested by any governmental
agency or representative thereof or by the NAIC or pursuant to legal or judicial process; provided, that unless specifically
prohibited by applicable law or court order, each Lender and each Agent shall make reasonable efforts to notify the Borrower of
any request by any governmental agency or representative thereof (other than any such request in connection with any examination
of the financial condition or other routine examination of such Lender by such governmental agency) for disclosure of any such
non-public information prior to disclosure of such information. In addition, each Agent and each Lender may disclose the existence
of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending
industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement
and the other Loan Documents. Notwithstanding anything to the contrary set forth herein, each party (and each of their respective
employees, representatives or other agents) may disclose to any and all persons without limitation of any kind, the tax treatment
and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions and other
tax analyses) that are provided to any such party relating to such tax treatment and tax structure. However, any information relating
to the tax treatment or tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence
shall not apply) to the extent reasonably necessary to enable the parties hereto, their respective Affiliates, and their and their
respective Affiliates’ directors and employees to comply with applicable securities laws. For this purpose, “tax structure”
means any facts relevant to the federal income tax treatment of the transactions contemplated by this Agreement but does not include
information relating to the identity of any of the parties hereto or any of their respective Affiliates.


 



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Section
10.18 Usury Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate charged with
respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under
applicable law, shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding
sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder
shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest
which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect.
In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase
provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest
set forth in this Agreement had at all times been in effect, then to the extent permitted by law, the Borrower shall pay to the
Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would
have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention
of Lenders and the Borrower to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges,
or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled
automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made
hereunder or be refunded to the Borrower.


 


Section
10.19 Counterparts. This Agreement may be executed in any number of counterparts (and by different parties hereto
on different counterparts), each of which when so executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement
by facsimile or other electronic transmission will be effective as delivery of a manually executed counterpart thereof.


 


Section
10.20 Effectiveness; Entire Agreement; No Third Party Beneficiaries. This Agreement shall become effective upon
the execution of a counterpart hereof by each of the parties hereto and receipt by the Borrower and the Administrative Agent of
written notification of such execution and authorization of delivery thereof. With the exception of those terms contained in the
Commitment and Term Loan Engagement Letter dated as of September 20, 2012June
6, 2016, among the Borrower, the Joint Lead Arrangers and the other parties named therein, which by the terms of such
letter remain in full force and effect, all of the Joint Lead Arrangers’ and their Affiliates’ obligations under such
letter shall terminate and be superseded by the Loan Documents and the Joint Lead Arrangers and their respective Affiliates shall
be released from all liability in connection therewith, including any claim for injury or damages, whether consequential, special,
direct, indirect, punitive or otherwise. This Agreement and the other Loan Documents represent the entire agreement of Holdings
and its Subsidiaries, the Agents, the Issuing Bank, the Swing Line Lender, the Joint Lead Arrangers and the Lenders with respect
to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by any Agent,
Issuing Bank, Swing Line Lender, Joint Lead Arranger or Lender relative to the subject matter hereof or thereof not expressly
set forth or referred to herein or in the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, express
or implied, shall be construed to confer upon any Person (other than the parties hereto and thereto, their respective successors
and assigns permitted hereunder and, to the extent expressly contemplated hereby, Affiliates of each of the Agents and Lenders,
holders of participations in all or any part of a Lender’s Commitments, Loans or in any other Obligations, and the Indemnitees)
any rights, remedies, obligations, claims or liabilities under or by reason of this Agreement or the other Loan Documents. In
the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this
Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of any Agent, the Issuing Bank
or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement.


 






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Section
10.21 PATRIOT Act. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies each Loan Party 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 each Loan Party and other information that
shall allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the PATRIOT
Act.


 


Section
10.22 Electronic Execution of Assignments. The words “execution,” “signed,” “signature,”
and words of like import in any Assignment Agreement shall be deemed to include electronic signatures 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.


 


Section
10.23 No Fiduciary Duty. Each Agent, each Lender, each Joint Lead Arranger, the Issuing Bank, the Swing Line Lender
and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have
economic interests that conflict with those of the Borrower, its stockholders and/or its Affiliates. The Borrower agrees that
nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary
or other implied duty between any Lender, on the one hand, and the Borrower, its stockholders or its Affiliates, on the other.
The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise
of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one
hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no
Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its Affiliates with respect
to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto
(irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders or its Affiliates
on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and
(y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders,
creditors or any other Person. The Borrower acknowledges and agrees that the Borrower has consulted its own legal and financial
advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to
such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender has rendered advisory
services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or
the process leading thereto.


 





 


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Section
10.24 Effect of Amendment and Restatement of the Existing Credit Agreement: No Novation. As of the
Restatement Effective Date, the terms and conditions of the Existing Credit Agreement are amended as set forth in, and are
restated in their entirety and superseded by, this Agreement. The parties hereto acknowledge and agree that (a) this
Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not
constitute, and nothing in this Agreement or
any of the other Loan Documents shall be deemed to be,
a novation or termination of the Original Obligations as in effect prior to the Restatement Effective Date and which
remain outstanding, (b) the Original Obligations are in all respects hereby confirmed, renewed, affirmed and continued by
this Agreement and (c) the Liens (as defined in the Original Credit Agreement) as granted under the applicable
Loan Documents (as defined in the Original
Credit Agreement) securing payment of the Original Obligations are in all respects hereby confirmed, renewed, affirmed and
continued, and in full force and
effect. From and after the Restatement Effective Date,
each reference to the “Agreement”, “Credit Agreement” or other reference originally applicable to the
Existing Credit Agreement contained in any Loan Document shall be a reference to this Agreement, as amended,
supplemented, restated or otherwise modified from time
to time.


 


Section
10.25 Acknowledgement and Consent to Bail-In of EEA 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 EEA Financial Institution arising under any Loan Document, to the
extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and
agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA 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)conversion
of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent
undertaking, or a bridge institution that may be issued to it 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 any EEA Resolution
Authority.


 


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    	 	153	 



     

    



 









SCHEDULE 1.01(a)


 


TO CREDIT AND GUARANTY AGREEMENT


 


Term BRestated
Effective Date Term Loan Commitments


 


	Lender	Initial Term Loan Commitment	Pro Rata Share
	Barclays Bank PLC	$350,000,000.00	100%
	Total	$350,000,000.00	100%


 


[On
file with the Administrative Agent]


 


 


 


 


1.01(a)-1






    	 		 



     

    

 


SCHEDULE 1.01(b)


 


TO CREDIT AND GUARANTY AGREEMENT


 


Revolving Commitments


 


	Lender	Revolving Commitment	Pro Rata Share
	Barclays Bank PLC	$28,750,000.0030,000,000.00	28.40%
	Deutsche Bank Trust Company AmericasHealthcare Financial Solutions, LLC	$15,000,000.0027,500,000.00	14.80%
	General Electric Capital CorporationSunTrust Bank	$28,750,000.0030,000,000.00	28.40%
	Credit Suisse AG	$15,000,000.00
	Royal Bank of Canada	$28,750,000.0015,000,000.00	28.40%
	Total	$101,250,000.00117,500,000.00	100%


 


 


1.01(b)-1






    	 		 



     

    

 


SCHEDULE 1.01(c)


 


TO CREDIT AND GUARANTY AGREEMENT


 


[On
file with the Administrative Agent]


 


RADNET MANAGEMENT,
INC.


1510 Cotner
Avenue


Los Angeles,
CA 90025


Attention:
Dr. Howard Berger, President


and Chief
Executive Officer Facsimile:


(310)
445-2980


 


RADNET, INC. AND
EACH OTHER LOAN PARTY


1510
Cotner Avenue


Los
Angeles, CA 90025


Attention:
Dr. Howard Berger, President


and
Chief Executive Officer Facsimile:


(310)
445-2980


 


in each case, with
a copy to:


RadNet, Inc.


1510
Cotner Avenue


Los
Angeles, CA 90025


Attention:
Jeff Linden, General Counsel


Facsimile: (310)
445-2980


 


 


1.01(c)-1






    	 		 



     

    

 


SCHEDULE 1.01(d)


 


Existing
letters of credit


 


		1.	Letter of Credit for the benefit of Safety National Casualty Corporation in the amount of $50,000



		2.	Letter of Credit for the benefit of Liberty Mutual in the amount of $300,000



		3.	2. Letter of Credit
for the benefit of Zurich in the amount of $2,100,000



		4.	2. Letter of Credit
for the benefit of Zurich American Insurance Company of $1,850,000



		5.	2. Letter of Credit
for the benefit of Hartford Fire Insurance Company of $1,450,000



 


 

1.01(d)-1 



    	 		 



     

    

 


SCHEDULE 4.01


 


JURISDICTIONS OF ORGANIZATION AND QUALIFICATION


 





	Loan Party/Subsidiary	Jurisdiction of Organization
	 	 
	RadNet, Inc.	Delaware
	Diagnostic Imaging Services, Inc.	Delaware
	RadNet Management, Inc.	California
	Beverly Radiology Medical Group, Inc.	California
	Breastlink Medical Group, Inc.	California
	Pronet Imaging Medical Group, Inc.	California
	RadNet Sub, Inc.	California
	SoCal MR Site Management, Inc.	California
	Radnet Management I, Inc.	California
	RadNet Management II, Inc.	California
	Radnet Managed Imaging Services, Inc.	California
	Beverly Radiology Medical Group, III	California
	FRI, Inc.	California
	FRI II, Inc.	California
	Pacific Imaging Partners, Inc.	California
	Valley Imaging Partners, Inc.	California
	Questar Victorville, Inc.	Florida
	Rolling Oaks Imaging Corporation	California
	Rolling Oaks Radiology, Inc.	California
	Diagnostic Village, LLC	California




 


Each Loan PartyPerson
listed above is qualified to do business in California.


 





	Loan Party/Subsidiary	Jurisdiction of Organization	Jurisdictions of Qualification
	 	 	 
	Radiologix, Inc.	Delaware	Delaware, Texas, Kansas,
	 	 	California
	Advanced Imaging Partners, Inc.	Delaware	Delaware, Maryland
	Ide Imaging Partners, Inc.	Delaware	Delaware, New York
	Mid Rockland Imaging Partners, Inc.	Delaware	Delaware, New York
	Questar Imaging, Inc.	Florida	Florida
	Treasure Coast Imaging Partners, Inc.	Delaware	Delaware, Florida
	Community Imaging Partners, Inc.	Delaware	Delaware, Maryland
	Radiology and Nuclear Medicine	Delaware	Delaware, Kansas
	   Imaging Partners, Inc.	 	 
	New Jersey Imaging Partners, Inc.	New Jersey	New Jersey
	Delaware Imaging Partners, Inc.	Delaware	Delaware
	Health Diagnostics of New Jersey,	New Jersey	New Jersey
	   L.L.C.	 	 
	Image Medical Corporation	Delaware	Delaware



 


 

4.01-1





    	 		 



     

    

 


 


	eRAD, Inc.	Pennsylvania	Pennsylvania
	East Bergen Imaging, LLC	New Jersey	New Jersey
	Progressive X-Ray of Englewood, LLC	New Jersey	New Jersey
	Progressive X-Ray of Kearney, LLC	New Jersey	New Jersey
	Progressive Medical Imaging of 	 	 
	   Bloomfield, LLC	New Jersey	New Jersey
	Progressive Medical Imaging of 	 	 
	   Hackensack, LLC	New Jersey	New Jersey
	Progressive Medical Imaging of 	 	 
	   Union City, LLC	New Jersey	New Jersey
	Imaging On Call, LLC	New York	New York, New Jersey
	Advanced NA, LLC	Delaware	Delaware, Maryland
	Advanced Radiology, LLC	Maryland	Maryland
	Raven Holdings U.S., Inc.	Delaware	Delaware
	HealthCare Rhode Island LLC	Delaware	Delaware, Rhode Island
	American Radiology Services LLC	Delaware	Delaware, Maryland
	American Radiology Services of	 	 
	   Delaware, Inc.	Delaware	Delaware
	Radiology Alliance Delivery	 	 
	    System, LLC	Maryland	Maryland
	Rutherford Imaging LLCIntegrated Health Network, Inc.[2]	New Jersey	New Jersey
	Radar Medical Systems, L.L.C.	Michigan	Michigan


 




		[2]	Integrated Health Network is in the process of being dissolved.





 


 


 


4.01-2






    	 		 



     

    

 


SCHEDULE 4.02


 


		i)	EQUITY INTEREST AND OWNERSHIP



 





	Name of Issuer	Authorized	Issued	Holder
	RadNet, Inc.	Common Stock	36,259,27941,100,981	Publicly Held
	(“Holdings”)	$.0001 par value	 	 
	 	200,000,000 shares	 	 
	 	Preferred Stock	 	 
	 	30,000,000 shares	0	N/A
	 	 	 	 
	RadNet Management, Inc.	Common Stock	1,000	Holdings (100%)
	(“Borrower”)	$.01 par value	 	 
	 	10,000 shares	 	 
	 	 	 	 
	Beverly Radiology Medical Group, Inc.	100,000	10,000	Dr. Berger (90%)
	(“BRMG”)	No par value	 	Dr. Crues (10%)
	 	 	 	 
	Breastlink Medical Group, Inc.	100,000	5,000	Dr. Berger (100%)
	(“BMG”)	No par value	 	 
	 	 	 	 
	Pronet Imaging Medical Group, Inc.	100,000	10,000	Dr. Berger (90%)
	(“PIMG”)	No par value	 	Dr. Crues (10%)
	 	 	 	 
	Beverly Radiology Medical Group, III	N/A	N/A	Held 1/3 each by
	 	 	 	BRMG, BMG and PIMG
	 	 	 	 
	Diagnostic Imaging Services, Inc.	Common Stock	5,732	Borrower (100%)
	 	$.0001 par value	 	 
	 	10,000 shares	 	 
	 	 	 	 
	Diagnostic Village, LLC	N/A	N/A	Borrower (100%)
	 	 	 	 
	RadNet Sub, Inc.	100,000 shares	1,000	Borrower (100%)
	 	No par value	 	 
	 	 	 	 
	SoCal MR Site Management, Inc.	Common Stock	10,000	Borrower (100%)
	 	$.01 par value	 	 
	 	5,000,000 shares	 	 
	 	 	 	 
	Radnet Management I, Inc.	1,000,000	10,000	Borrower (100%)
	 	No par value	 	 
	 	 	 	 
	RadNet Management II, Inc.	1,000,000	10,000	Borrower (100%)
	 	No par value	 	 




 


4.02-1



    	 		 



     

    

 


SCHEDULE
4.02


(continued)


 





	Name	Authorized	Issued	Holder
	 	 	 	 
	Radnet Managed Imaging Services, Inc.	100,000	1,000	Borrower (100%)
	(“RMIS”)	No par value	 	 




 


SCHEDULE 4.02


(continued)


 





	Name	Authorized	Issued	Holder
	FRI, Inc.	100,000	10,000	Borrower (100%)
	 	No par value	 	 
	 	 	 	 
	FRI II, Inc.	100,000	10,000	Borrower (100%)
	 	No par value	 	 
	 	 	 	 
	Delaware Imaging Partners, Inc.	Common Stock	100	Borrower (100%)
	 	$.0001 par value	 	 
	 	100,000 shares	 	 
	 	 	 	 
	New Jersey Imaging Partners, Inc.	100,000	100	Borrower (100%)
	(“NJIP”)	No par value	 	 
	 	 	 	 
	Rolling Oaks Imaging Corporation	10,000	9,000	Borrower (100%)
	 	No par value	 	 
	 	 	 	 
	Rolling Oaks Radiology, Inc.	20,000	12,996	Borrower (100%)
	 	No par value	 	 
	 	 	 	 
	Radiologix, Inc.	Common Stock 100	 	Borrower (100%)
	(“Radiologix”)	$.01 par value	 	 
	 	3,000 shares	 	 
	 	 	 	 
	Advanced Imaging Partners, Inc.	Common Stock 100	 	Radiologix (100%)
	(“AIP”)	$0.001 par value	 	 
	 	1,000 shares	 	 
	 	 	 	 
	Ide Imaging Partners, Inc.	Common Stock 100	 	Radiologix (100%)
	 	$0.001 par value	 	 
	 	1,000 shares	 	 
	 	 	 	 
	Mid Rockland Imaging Partners, Inc.	Common Stock 100	 	Radiologix (100%)
	 	$0.001 par value	 	 
	 	1,000 shares	 	 
	 	 	 	 
	Pacific Imaging Partners, Inc.	Common Stock 100	 	Radiologix (100%)
	 	No par value	 	 
	 	1,000 shares	 	 




 


4.02-2






    	 		 



     

    

 


SCHEDULE
4.02


(continued)


 





	Name	Authorized	Issued	Holder
	 	 	 	 
	Questar Imaging, Inc.	Common Stock	3,000	Radiologix (100%)
	(“Questar Imaging”)	$1.00 par value	 	 
	 	7,000 shares	 	 







 


SCHEDULE 4.02


(continued)


 


	Name	Authorized	Issued	 Holder
	Treasure Coast Imaging Partners, Inc.	Common Stock 100	 	Radiologix (100%)
	 	$0.001 par value	 	 
	 	1,000 shares	 	 
	 	 	 	 
	Community Imaging Partners, Inc.	Common Stock 100	 	Radiologix (100%)
	 	$0.001 par value	 	 
	 	1,000 shares	 	 
	 	 	 	 
	Radiology and Nuclear Medicine	Common Stock 100	 	Radiologix (100%)
	Imaging Partners, Inc.	$0.001 par value	 	 
	 	1,000 shares	 	 
	 	 	 	 
	Valley Imaging Partners, Inc.	Common Stock 100	 	Radiologix (100%)
	 	No par value	 	 
	 	1,000 shares	 	 
	 	 	 	 
	Questar Victorville, Inc.	Common Stock 100	 	Questar Imaging
	 	$1.00 par value	 	(100%)
	 	1,000 shares	 	 
	 	 	 	 
	Health Diagnostics of New Jersey,	N/A	 	NJIP (100%)
	L.L.C.	N/A	 	 
	 	 	 	 
	Integrated Health Network, Inc.[3]	Common Stock 100	 	NJIP (100%)
	 	No par value	 	 
	 	1000 shares	 	 
	 	 	 	 
	Image Medical Corporation (“IMC”)	3,000 shares 100	 	RMIS (100%)
	 	No par value	 	 
	 	 	 	 
	eRAD, Inc.	Common Stock 100	 	IMC (100%)
	 	$0.001 par value	 	 
	 	150,000,000 shares	 	 
	 	Preferred Stock	 	 
	 	10,000,000 shares	 	 
	 	 	 	 
	East Bergen Imaging, LLC	N/A

                                              N/A 
	 	NJIP (100%)






		[3]	Integrated Health Network is in the process of being dissolved.





 


4.02-3






    	 		 



     

    

 


 


SCHEDULE
4.02


(continued)


 





	Name	Authorized	Issued	Holder
	 	 	 	 
	Progressive X-Ray of Englewood, LLCRadar Medical Systems, L.L.C.	N/A

        N/A
	 	NJIPIMC (100%)
	 	 	 	 
	Progressive X-Ray of Kearney, LLC	N/A

                                              N/A 
	 	NJIP (100%)
	Progressive Medical Imaging of	 	 	 
	Bloomfield, LLC	N/A

                                              N/A 
	 	NJIP (100%)
	Progressive Medical Imaging of	 	 	 
	Hackensack, LLC	N/A

                                              N/A 
	 	NJIP (100%)
	Progressive Medical Imaging of	 	 	 
	Union City, LLC	N/A

                                              N/A 
	 	NJIP (100%)
	Imaging On Call, LLC	N/A

        N/A
	 	Borrower (100%)
	 	 	 	 
	Advanced NA, LLC	N/A

        N/A
	 	AIP (100%)
	 	 	 	 
	Advanced Radiology, LLC	N/A

        N/A
	 	AIP (100%)
	 	 	 	 
	Raven Holdings U.S., Inc.	Common Stock 8,061	 	Borrower (100%)
	(“Raven”)	$0.01 par value	 	 
	 	110,000 shares (100,000 Class A and 10,000 Class B)	 	 
	 	 	 	 
	HealthCare Rhode Island LLC	100

        100
	 	Raven (100%)
	 	No Par value	 	 
	 	 	 	 
	Radiology Alliance Delivery	N/A

        N/A
	 	Raven (100%)
	System, LLC	 	 	 
	 	 	 	 
	American Radiology Services LLC	100

        100
	 	Raven (100%)
	(“ARS LLC”)	No par value	 	 
	 	 	 	 
	American Radiology Services of	1,000 shares

        1
	 	ARS LLC (100%)
	Delaware, Inc.	$0.01 par value	 	 
	 	 	 	 
	Rutherford Imaging, LLC	N/A

                                              N/A 
	 	NJIP (100%)




 


There are no subscriptions, options, warrants or calls relating
to any shares of Holdings or any Loan Party’s capital stock, including any right of conversion or exchange under any outstanding
security or other instrument except as to Holdings, Options issued to employees, directors and consultants to purchase common shares
(4,701,250), and Warrants issued to employees and some business entities related to Holdings to purchase common shares (200,000).


 


4.02-4






    	 		 



     

    

 



SCHEDULE 4.26


 


Compliance
with health care laws and permits


 


None.


 


 


 


 


 


 


 


 


4.26-1






    	 		 



     

    

 


SCHEDULE 5.11


 


to Credit and Guaranty
Agreement


 


Real
Estate Assets:


 


In order to create in favor of the Collateral
Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected
First Priority security interest in a Material Real Estate Asset, the Collateral Agent shall have received, within 120 days from
the acquisition of such Material Real Estate Asset or from the date such Real Estate Asset becomes a Material Real Estate Asset,
from the Borrower and each applicable Guarantor:


 


(a) (a)
fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions,
encumbering each Material Real Estate Asset (each, a “Mortgaged Property”);


 


(b) (b)
if requested by the Collateral Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent)
in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded
in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably
satisfactory to the Collateral Agent;


 


(c) (c)
ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies (the “Title
Company”) reasonably satisfactory to the Collateral Agent with respect to each Mortgaged Property (each, a “Title Policy”),
in an amount reasonably determined by the Collateral Agent (such amount not to exceed the fair market value of the Mortgaged Property)
insuring the fee simple title to each of the Mortgaged Properties vested in the applicable Loan Party and insuring the Collateral
Agent that the relevant Mortgage creates a valid and enforceable First Priority mortgage Liens on the Mortgaged Property encumbered
thereby, each which Title Policy (A) shall include all endorsements requested by the Collateral Agent and (B) shall provide for
affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance
reasonably satisfactory to the Collateral Agent; and evidence satisfactory to the Collateral Agent that the applicable Loan Party
has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance
of the applicable Title Policy and (ii) paid to the Title Company or to the appropriate Governmental Authorities all expenses and
premiums of the Title Company and all other sums required in connection with the issuance of the Title Policies and all recording
and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages in the applicable
real property records; together with a title report issued by a title company with respect thereto, dated not more than thirty
(30) days (or such other date as the Collateral Agent may reasonably agree) prior to the execution of such Mortgage and copies
of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably
satisfactory to the Collateral Agent;


 


(d) (d)
(A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (i) be addressed to the
Collateral Agent, (ii) be completed by a company which has guaranteed the accuracy of the information contained therein, and (iii)
otherwise comply with the Flood Program; (B) evidence describing whether the community in which each Mortgaged Property is located
participates in the Flood Program; (C) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the
Borrower’s written acknowledgement of receipt of written notification from the Collateral Agent (i) as to the existence of
each such Mortgaged Property, and (ii) as to whether the community in which each such Mortgaged Property is located is participating
in the Flood Program; and (D) if any Mortgaged Property is located in a Flood Zone and is located in a community that participates
in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that complies with the requirements of
the Board of Governors; and


 


(e) ALTA/ACSM(e)
NSPS surveys of all Mortgaged Properties which are not leasehold properties, certified to the Collateral Agent and dated
not more than thirty (30) days (or such other date as the Collateral Agent may reasonable agree) prior to the execution of such
Mortgage.


 


For the purposes of the foregoing, (i)
a “Flood Certificate” means a “Standard Flood Hazard Determination Form” of the Federal Emergency Management
Agency and any successor Governmental Authority performing a similar function and (ii) “Flood Program” means the National
Flood Insurance Program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection
Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004, in each case as amended
from time to time, and any successor statutes.


 


 


5.11-1






    	 		 



     

    

 


SCHEDULE 5.175.18


 


POST-CLOSING UNDERTAKINGS


 


The Borrower shall
use commercially reasonably efforts to execute and deliver to the Collateral Agent (i) a Deposit Account Control Agreement executed
by RadNet Management, Inc., the Collateral Agent and Citi National Bank and (ii) a Deposit Account Control Agreement executed by
Beverly Radiology Medical Group III, the Collateral Agent and Citi National Bank, each in form and substance reasonably satisfactory
to the Collateral Agent, no later than 30 days from the Closing Date or such later date to be determined by the Collateral Agent
in its reasonable discretion


 


	1.	Within thirty (30) days after the Restatement Effective Date, deliver insurance
certificates and endorsements required under Section 5.05 of the Credit Agreement.
	 	 



	2.	Within ninety (90) days after the Restatement Effective Date, deliver confirmation
to the Administrative Agent that Integrated Health Network, Inc. has been dissolved in accordance with the laws of New Jersey or
cause such entity to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement in accordance with the
terms of Section 5.10 of the Credit Agreement. 
	 	 



	3.	Within ninety (90) days after the Restatement Effective Date, deliver amendments
to Deposit Account Control Agreements, as may be reasonably requested by, and in form and substance satisfactory to, the Administrative
Agent.



 


 


5.18-1






    	 		 



     

    

 





SCHEDULE
6.01


CERTAIN
INDEBTEDNESS


	RADNET,
    INC.	Amounts
    due as of December 31, 20132015
	GE
    Discovery ST 16 CT	    $647,876.79207,959.30
    
	GE
    CT16 Scanner - Fresno/MDI T.O.	             $32,130.05
    
	Hitachi
    Vision Ultrasound - San Jacinto	             $16,493.89
    
	Hitachi
    Airis open MRI - San Jacinto	           $182,095.63
    
	GE
    Ultrasound - Camarillo	             $40,687.81
    
	Philips
    - HD11XE Ultrasound South Coast	               $9,411.64
    
	Philips
    - HD11XE Ultrasound Anaheim	               $9,411.64
    
	Philips
    - iU22	                  $57,855.1419,098.37
    
	GE
    - Brightspeed CT	                  $224,687.0478,705.37
    
	GE
    - Additional Vascular Software for CT	                      $23,199.048,123.67
    
	Philips
    - Invivo DynaCAD Upgrade	                $49,738.4822,383.92
    
	GE
    - MRI	             $29,165.07
    
	Philips
    - CT	             $20,935.58
    
	Philips
    - Ultrasound	             $10,483.35
    
	GE
    - Coils	                    $15,195.915,323.23
    
	GE
    - Gold Seal 3.0T HDxt 16 Chan Site MR	               $880,003.58283,308.27
    
	Leaf
    Funding - RMN	               $7,745.32
    
	Presgar
    - GE lease assumed 12/31/10	             $13,280.95
    
	Presgar
    - GE lease assumed 12/31/10	           $215,832.31
    
	Siemens
    - Magnetom Espree	              $517,658.5979,295.33
    
	Siemens
    - SPAS CSG Accessories	                     $11,637.121,785.08
    
	Siemens
    - Magnetom Espree Options	                      $6,989.471,049.63
    
	De
    Lange Laden - Hologi/MRITABLE	                      $74,253.4721,374.66
    
	Phillips
    Ingenuity CT Scanner	                     $641,029.65285,701.90
    
	Phillips
    finance Leasehold Improvements	                  $245,431.61122,071.34
    
	Phillips
    Preowned IU22 Ultrasound	                     $75,249.2733,541.30
    
	Phillips
    Preowned IU22 Ultrasound	                    $67,643.0230,150.94
    
	Brooklyn
    Heights - Note 12	                     $19,468.828,251.36
    
	Brooklyn
    Heights - Note 2GE - Gold Seal
    PET/CT	                        $68,106.86173,371.28
    
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	Capital
    Leases & Notes Payable Total	     $8,410,318.1419,246,887.70
    


 


*Confidential
treatment has been requested with respect to these line items of this Schedule 6.01, which has been filed separately with the
Securities and Exchange Commission.










 


6.01-1






    	 		 



     

    

 








SCHEDULE
6.02


CERTAIN
LIENS


	RADNET,
    INC.	Amounts
    due as of December 31, 20132015
	GE
    Discovery ST 16 CT	                        $647,876.79207,959.30
    
	GE
    CT16 Scanner - Fresno/MDI T.O.	             $32,130.05
    
	Hitachi
    Vision Ultrasound - San Jacinto	             $16,493.89
    
	Hitachi
    Airis open MRI - San Jacinto	           $182,095.63
    
	GE
    Ultrasound - Camarillo	             $40,687.81
    
	Philips
    - HD11XE Ultrasound South Coast	               $9,411.64
    
	Philips
    - HD11XE Ultrasound Anaheim	               $9,411.64
    
	Philips
    - iU22	                                      $57,855.1419,098.37
    
	GE
    - Brightspeed CT	                                    $224,687.0478,705.37
    
	GE
    - Additional Vascular Software for CT	                                        $23,199.048,123.67
    
	Philips
    - Invivo DynaCAD Upgrade	                                      $49,738.4822,383.92
    
	GE
    - MRI	             $29,165.07
    
	Philips
    - CT	             $20,935.58
    
	Philips
    - Ultrasound	             $10,483.35
    
	GE
    - Coils	                                        $15,195.915,323.23
    
	GE
    - Gold Seal 3.0T HDxt 16 Chan Site MR	                                  $880,003.58283,308.27
    
	Leaf
    Funding - RMN	               $7,745.32
    
	Presgar
    - GE lease assumed 12/31/10	             $13,280.95
    
	Presgar
    - GE lease assumed 12/31/10	           $215,832.31
    
	Siemens
    - Magnetom Espree	                                    $517,658.5979,295.33
    
	Siemens
    - SPAS CSG Accessories	                                        $11,637.121,785.08
    
	Siemens
    - Magnetom Espree Options	                                          $6,989.471,049.63
    
	De
    Lange Laden - Hologi/MRITABLE	                                      $74,253.4721,374.66
    
	Phillips
    Ingenuity CT Scanner	                                  $641,029.65285,701.90
    
	Phillips
    finance Leasehold Improvements	                                  $245,431.61122,071.34
    
	Phillips
    Preowned IU22 Ultrasound	                                      $75,249.2733,541.30
    
	Phillips
    Preowned IU22 Ultrasound	                                      $67,643.0230,150.94
    
	Brooklyn
    Heights - Note 12	                                        $19,468.828,251.36
    
	Brooklyn
    Heights - Note 2GE - Gold Seal
    PET/CT	                                    $68,106.86173,371.28
    
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	*	*
	 	 
	Capital
    Leases & Notes Payable Total	           $     7,918,009.9019,246,887.70
    


 


 


*Confidential treatment has been requested with respect to these line items
of this Schedule 6.02, which has been filed separately with the Securities and Exchange Commission.




 


 





6.02-1






    	 		 



     

    

 


SCHEDULE 6.06


 


CERTAIN INVESTMENTS


 


Advanced Imaging Partners, Inc. owns a
100% interest in Advanced NA, LLC, a Maryland limited liability company, which in turn owns a 35% interest in Baltimore Washington
Imaging Center, LLC, a Maryland limited liability company.


 


Advanced Imaging Partners, Inc. owns a
100% interest in Advanced Radiology, L.L.C., a Maryland limited liability company, which in turn owns (i) a 1% interest in Advanced
PET Imaging of Maryland, L.P., a Maryland limited partnership (Advanced Imaging Partners, Inc. directly owns a 94% interest in
such limited partnership), (ii) a 40% interest in Carroll County Radiology, LLC, a Maryland limited liability company, (iii) a
50% interest in Greater Baltimore Diagnostic Imaging Partnership, a Maryland general partnership, (iv) a 49% interest in Advanced
Imaging at St. Joseph Medical Center, LLC, a Maryland limited liability company, and (v) a 5075%
interest in Health Systems ImagingBaltimore
County Radiology, LLC, a Maryland limited liability company.


 


Advanced Imaging Partners, Inc. owns a
49% interest in Franklin Imaging, LLC, a Maryland limited liability company and a 90% interest in Advanced/Upper Chesapeake Health
Center, LLC.


 


Community Imaging Partners, Inc. owns a
49% interest in Montgomery Community Magnetic Imaging Center Limited Partnership, a Maryland limited partnership.


 


New Jersey Imaging Partners, Inc. owns
(i) a 49% interest in The New Jersey Imaging Network, L.L.C
and (ii) a 49% interest in Garden State Radiology Network, LLC.


 


Mid Rockland Imaging Partners, Inc. owns
a 56.852.4%
interest in Park West Circle Realty, LLC.


 


FRI
II, Inc. owns a 40% interest in Orange County Radiation Oncology, LLC, a Delaware limited liability company.


 


Image
Medical Corporation owns a 51RadNet Management, Inc.
owns a 90% interest in Radar Medical SystemsMission
Advanced Imaging Center, L.L.C., a California limited liability
company.


 


American
Radiology Services LLC owns a 50% interest in Calvert Medical Imaging Centers, a Maryland joint venture. 






 


 


 


 


 


 


6.06-1






    	 		 



     

    

 


EXHIBIT A-1 TO


CREDIT AND GUARANTY AGREEMENT


 


BORROWING NOTICE


 





Reference is made to
the Amended and Restated First Lien Credit and Guaranty Agreement,
dated as of October 10July
1, 20122016
(as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein
and not otherwise defined herein being used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET,
INC., certain Subsidiaries and Affiliates of the Borrower,
as Guarantors, the Lenders party thereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION,
as Syndication Agent,CAPITAL ONE, NATIONAL ASSOCIATION
and SUNTRUST BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC and ROYAL BANK OF CANADA,
as Co-Documentation Agents, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent,
and RBC CAPITAL MARKETS1 and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents.


 


Pursuant to Sections
2.01, 2.02 and 2.03 of the Credit Agreement, Borrower desires that Lenders make the following Loans to Borrower in accordance with
the applicable terms and conditions of the Credit Agreement on [mm/dd/yy________],
20[__] (the “Credit Date”):



 


Tranche BRestatement
Effective Date Term Loans


 


	
        

        □
Base Rate Loans:
	
             $[___,___,___]

	 	 
	 	 
	□Eurodollar
        Rate Loans, with an initial Interest Period of ________ month(s):	     $[___,___,___]



 





Revolving Loans


 


	
        

        □
        Base Rate Loans:

        
	
        $[___,___,___]

        

	 	 
	 	 
	□Eurodollar
        Rate Loans, with an initial Interest Period of ________ month(s):	$[___,___,___]
	 	 
	 	 
	Swing Line Loans:	$[___,___,___]
	 	 


 





1 RBC Capital Markets is a brand
name for the capital markets activities of Royal Bank of Canada and its


affiliates.







 


 


EXHIBIT A-1-1






     

     

    

 


Borrower hereby certifies
that:


 


(i)after
making the Loans requested on the Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments
then in effect;


 


(ii)as
of the Credit Date, the representations and warranties contained in each of the Loan Documents are true, correct and complete in
all material respects on and as of such Credit Date to the same extent as though made on and as of such date, except to the extent
such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are
true, correct and complete in all material respects on and as of such earlier date, provided that, in each case, to the
extent that any such representation and warranty is already qualified by materiality or material adverse effect, such representation
and warranty shall be true and correct in all respects;


 


(iii)as
of the Credit Date, no event has occurred and is continuing or would result from the consummation of the borrowing contemplated
hereby that would constitute an Event of Default or a Default.


 


 


	Date: [mm/dd/yy________],
20[__]
 	RADNET MANAGEMENT, INC.
	 	 
	 	 
	 	 
	 	By: ___________________________________
	 	 
	 	Name:
	 	 
	 	Title:




 


 


EXHIBIT A-1-2






     

     

    

 


EXHIBIT A-2 TO


CREDIT AND GUARANTY AGREEMENT


 


CONVERSION/CONTINUATION NOTICE


 





Reference is made to
the Amended and Restated First Lien Credit and Guaranty Agreement,
dated as of October 10July
1, 20122016
(as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein
and not otherwise defined herein being used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET,
INC., certain Subsidiaries and Affiliates of the Borrower,
as Guarantors, the Lenders party thereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION,
as Syndication Agent,CAPITAL ONE, NATIONAL ASSOCIATION
and SUNTRUST BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC and ROYAL BANK OF CANADA,
as Co-Documentation Agents, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent,
and RBC CAPITAL MARKETS2 and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents.


 


Pursuant to Section
2.09 of the Credit Agreement, Borrower desires to convert or to continue the following Loans, each such conversion and/or continuation
to be effective as of [mm/dd/yy________],
20[__]:








 


Reference is made
to the Amended and Restated First Lien Credit and Guaranty Agreement, dated as of July 1, 2016 (as it may be amended, supplem


 


1.  Tranche
B Term Loans:







 


	$[___,___,___]	Eurodollar Rate Loans to be continued with Interest Period of [____] month(s)
	 	 
	$[___,___,___]	Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of ____ month(s)
	 	 
	$[___,___,___]	Eurodollar Rate Loans to be converted to Base Rate Loans
	 	 


 


2. Revolving Loans:


 


	$[___,___,___]	Eurodollar Rate Loans to be continued with Interest Period of [____] month(s)
	 	 
	$[___,___,___]	Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of ____ month(s)
	 	 
	$[___,___,___]	Eurodollar Rate Loans to be converted to Base Rate Loans


 


 





2 RBC Capital Markets is a brand
name for the capital markets activities of Royal Bank of Canada and its


affiliates.




 


EXHIBIT A-2-1


 



     

     

    




 


Borrower hereby certifies
that as of the date hereof, no event has occurred and is continuing or would result from the consummation of the conversion and/or
continuation contemplated hereby that would constitute an Event of Default or a Default.


 


	Date:  [mm/dd/yy________],
20[__]	RADNET MANAGEMENT, INC.
	 	 
	 	 
	 	 
	 	By: ___________________________________
	 	 
	 	Name:
	 	 
	 	Title:




 


 


 


 


 


 


 


 


 


 


 


EXHIBIT A-2-2






     

     

    

 


EXHIBIT A-3 TO


CREDIT AND GUARANTY AGREEMENT


 


ISSUANCE NOTICE


 





Reference is made to
the Amended and Restated First Lien Credit and Guaranty Agreement,
dated as of October 10July
1, 20122016
(as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein
and not otherwise defined herein being used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET,
INC., certain Subsidiaries and Affiliates of the Borrower,
as Guarantors, the Lenders party thereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION,
as Syndication Agent,CAPITAL ONE, NATIONAL ASSOCIATION
and SUNTRUST BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC and ROYAL BANK OF CANADA,
as Co-Documentation Agents, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent,
and RBC CAPITAL MARKETS2 and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents.


 


Pursuant to Section
2.04 of the Credit Agreement, Borrower desires a Letter of Credit to be issued in accordance with the terms and conditions of the
Credit Agreement on [mm/dd/yy________],
20[__] (the “Credit Date”) in an aggregate face amount of $[___,___,___].








 


Attached hereto for
each such Letter of Credit are the following:


 


(a)the stated amount of such
Letter of Credit;


 


(b)the name and address of the
beneficiary;


 


(c)the expiration date; and


 


(d)either (i) the verbatim text
of such proposed Letter of Credit, or (ii) a description of the proposed terms and conditions of such Letter of Credit, including
a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration
date of such Letter of Credit, would require the Issuing Lender to make payment under such Letter of Credit.


 


Borrower hereby certifies
that:


 


(i)after issuing such Letter
of Credit requested on the Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments
then in effect;


 


(ii)as of the Credit Date,
the representations and warranties contained in each of the Loan Documents are true, correct and complete in all material respects
on and as of such Credit Date to the same extent as though made on and as of such date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and
complete in all material respects on and as of such earlier date, provided that, in each case, to the extent that any such
representation and warranty is already qualified by materiality or material adverse effect, such representation and warranty shall
be true and correct in all respects;


 


(iii)as of such Credit Date,
no event has occurred and is continuing or would result from the consummation of the issuance contemplated hereby that would constitute
an Event of Default or a Default.


 


 


 





2 RBC Capital Markets is a brand
name for the capital markets activities of Royal Bank of Canada and its


affiliates.




 


 


 


EXHIBIT A-3-1






     

     

    

 


 





[Remainder
of page intentionally left blank]







 


 


	Date:  [mm/dd/yy________],
20[__]	RADNET MANAGEMENT, INC.
	 	 
	 	 
	 	 
	 	By: ___________________________________
	 	 
	 	Name:
	 	 
	 	Title:




 


 


 


 


 


 


 


 


 


 


 


EXHIBIT A-3-2


 



     

     

    

 



EXHIBIT B-1 TO


CREDIT AND GUARANTY AGREEMENT


 





TRANCHE
BRESTATEMENT EFFECTIVE DATE TERM LOAN NOTE







 





$[1][___,___,_________]







 





	[__________], 201220[__]	 	New York, New York










 


 





FOR VALUE RECEIVED,
RADNET MANAGEMENT, INC., a California corporation (“Borrower”), promises to pay [NAME OF LENDER]
(“Payee”) or its registered assigns the principal amount of [1][__________________]
DOLLARS] ($[1][___,___,___])
in the installments referred to below.


 


Borrower also promises
to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which
shall be determined in accordance with the provisions of that certain Amended
and Restated First Lien Credit and Guaranty Agreement, dated as of October 10July
1, 20122016
(as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein
and not otherwise defined herein being used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET,
INC., certain Subsidiaries and Affiliates of the Borrower,
as Guarantors, the Lenders party thereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION,
as Syndication Agent,CAPITAL ONE, NATIONAL ASSOCIATION
and SUNTRUST BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC and ROYAL BANK OF CANADA,
as Co-Documentation Agents, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent,
and RBC CAPITAL MARKETS2 and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents.


 


Borrower shall make
principal payments on this Note as set forth in Section 2.12 of the Credit Agreement.


 


This Note is one of
the “Tranche BRestatement
Effective Date Term Loan Notes” in the aggregate principal amount of $350,000,000.00485,000,000.00
and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete
statement of the terms and conditions under which the Restatement Effective
Date Term Loan evidenced hereby was made and is to be repaid.



affiliates.







 


All payments of principal
and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal
Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the
terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations
evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, Borrower, each Agent and Lenders
shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby
agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal
payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make
a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Borrower hereunder with respect
to payments of principal of or interest on this Note.


 


This Note is subject
to mandatory prepayment and to prepayment at the option of Borrower, each as provided in the Credit Agreement.


 






[1]Lender’s
Tranche B Term Loan Commitment


 


2 RBC Capital Markets is a brand
name for the capital markets activities of Royal Bank of Canada and its


 


EXHIBIT B-1-1






     

     

    

 


THIS NOTE AND THE RIGHTS
AND OBLIGATIONS OF BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.


 





Upon the occurrence
and during the continuation of an Event of Default, the
unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may
be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.


 


The terms of this Note
are subject to amendment only in the manner provided in the Credit Agreement.


 


No reference herein
to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Borrower,
which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times,
and in the currency herein prescribed.


 


Borrower promises to
pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement, incurred in the
collection and enforcement of this Note. Borrower and any endorsers of this Note hereby consent to renewals and extensions of time
at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind
and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.


 


THE FOLLOWING INFORMATION
IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”)
WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND THIS LEGEND IS
REQUIRED BY SECTION 1275(C) OF THE CODE. HOLDERS MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF OID, THE ISSUE PRICE, THE ISSUE
DATE AND THE YIELD TO MATURITY RELATING TO THE NOTES BY CONTACTING THE ISSUER AT [●].


 


 


[Remainder of page intentionally left blank]


 


 


 


 


 


 


 


 


EXHIBIT B-1-2






     

     

    

 


 


IN WITNESS WHEREOF,
Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at
the place first written above.


 


 


 


	 	RADNET MANAGEMENT, INC.
	 	 
	 	 
	 	 
	 	By: ___________________________________
	 	 
	 	Name:
	 	 
	 	Title:




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


EXHIBIT B-1-3






     

     

    

 


EXHIBIT B-2 TO


CREDIT AND GUARANTY AGREEMENT


 


REVOLVING LOAN NOTE


 





$[1][___,___,______]


 





	[________], 201220[__]	 	 	New York, New York







 





FOR VALUE RECEIVED,
RADNET MANAGEMENT, INC., a California corporation (“Borrower”), promises to pay [NAME OF LENDER]
(“Payee”) or its registered assigns, on or before [mm/dd/yy________],
20[__], the lesser of (a) [1][________________]
DOLLARS] ($[1][___,___,_____])
andor (b) the
unpaid principal amount of all advances made by Payee to Borrower as Revolving Loans under the Credit Agreement referred to below.


 


Borrower also promises
to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which
shall be determined in accordance with the provisions of that certain Amended
and Restated First Lien Credit and Guaranty Agreement, dated as of October 10July
1, 20122016
(as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein
and not otherwise defined herein being used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET,
INC., certain Subsidiaries and Affiliates of the Borrower,
as Guarantors, the Lenders party thereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION,
as Syndication Agent,CAPITAL ONE, NATIONAL ASSOCIATION
and SUNTRUST BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC and ROYAL BANK OF CANADA,
as Co-Documentation Agents, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent,
and RBC CAPITAL MARKETS2 and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents.


 


This Note is one of
the “Revolving Loan Notes” in the aggregate principal amount of $101,250,000.00117,500,000.00
and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete
statement of the terms and conditions under which the Loans evidenced hereby were made and are to be repaid.


 


All payments of principal
and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal
Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the
terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations
evidenced hereby shall have been accepted by the Administrative
Agent and recorded in the Register, Borrower, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and
holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing
of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date
to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall
not limit or otherwise affect the obligations of Borrower hereunder with respect to payments of principal of or interest on this
Note.


 


This Note is subject
to mandatory prepayment and to prepayment at the option of the
Borrower, each as provided in the Credit Agreement.







 





[1]Lender’s
Revolving Commitment


 


2 RBC Capital Markets is a brand
name for the capital markets activities of Royal Bank of Canada and its affiliates.

 


EXHIBIT B-2-1



     

     

    




 


THIS NOTE AND THE RIGHTS
AND OBLIGATIONS OF BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.


 





Upon the occurrence
and during the continuation of an Event of Default, the
unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may
be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.


 


The terms of this Note
are subject to amendment only in the manner provided in the Credit Agreement.


 


No reference herein
to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Borrower,
which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times,
and in the currency herein prescribed.


 


Borrower promises to
pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement, incurred in the
collection and enforcement of this Note. Borrower and any endorsers of this Note hereby consent to renewals and extensions of time
at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind
and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.


 


 


 


 


[Remainder of page intentionally left blank]


 


 


 


 


 


 


EXHIBIT B-2-2






     

     

    

 


IN WITNESS WHEREOF,
Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at
the place first written above.


 





 


	 	RADNET MANAGEMENT, INC.
	 	 
	 	 
	 	 
	 	By: ___________________________________
	 	 
	 	Name:
	 	 
	 	Title:




 


 


 


 



 


 


 


 


 


 


 


 


 


 


 


 


 


EXHIBIT B-2-3






     

     

    

 


TRANSACTIONS ON


 


REVOLVING LOAN NOTE








                 




 


	Date	 	Amount
        of Loan Made This Date	 	Amount
        of Principal Paid This Date	 	Outstanding
        Principal 

Balance This Date	 	Notation

Made By


					
					


 


 


 


 


 


 


 


 


 


 


 


 


 


EXHIBIT B-2-4






     

     

    

 


EXHIBIT B-3 TO


CREDIT AND GUARANTY AGREEMENT


 


SWING LINE NOTE


 





$[1][___,___,_____]








 





	[_______], 20[__], 2012	 	 	New York, New York










 





FOR VALUE RECEIVED,
RADNET MANAGEMENT, INC., a California corporation (“Borrower”), promises to pay to BARCLAYS BANK PLC,
as Swing Line Lender (“Payee”), on or before [mm/dd/yy________],
20[__], the lesser of (a) [1][_______________]
DOLLARS] ($[___,___,___])
andor (b) the
unpaid principal amount of all advances made by Payee to Borrower as Swing Line Loans under the Credit Agreement referred to below.


 


Borrower also promises
to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which
shall be determined in accordance with the provisions of that certain Amended
and Restated First Lien Credit and Guaranty Agreement, dated as of October 10July
1, 20122016
(as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein
and not otherwise defined herein being used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET,
INC., certain Subsidiaries and Affiliates of the Borrower,
as Guarantors, the Lenders party thereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION,
as Syndication Agent,CAPITAL ONE, NATIONAL ASSOCIATION
and SUNTRUST BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC and ROYAL BANK OF CANADA,
as Co-Documentation Agents, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent,
and RBC CAPITAL MARKETS2 and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents.






 


This Note is the “Swing
Line Note” and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made
for a more complete statement of the terms and conditions under which the Swing Line Loans evidenced hereby were made and are to
be repaid.


 


All payments of principal
and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal
Office of Swing Line Lender or at such other place as shall be designated in writing for such purpose in accordance with the terms
of the Credit Agreement.


 


This Note is subject
to mandatory prepayment and to prepayment at the option of Borrower, each as provided in the Credit Agreement.


 


THIS NOTE AND THE RIGHTS
AND OBLIGATIONS OF BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.


 


 





[1]Swing
Line Sublimit


 


2 RBC Capital Markets is a brand
name for the capital markets activities of Royal Bank of Canada and its affiliates.


 





EXHIBIT B-3-1






     

     

    

 





Upon the occurrence
and during the continuation of an Event of Default, the unpaid
balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared
to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.







 


The terms of this Note
are subject to amendment only in the manner provided in the Credit Agreement.


 


No reference herein
to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Borrower,
which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times,
and in the currency herein prescribed.


 


Borrower promises to
pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement, incurred in the
collection and enforcement of this Note. Borrower and any endorsers of this Note hereby consent to renewals and extensions of time
at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind
and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.


 


 


 


[Remainder of page intentionally left blank]


 


 


 


 


 


 


 


 


 


 


EXHIBIT B-3-2






     

     

    

 


IN WITNESS WHEREOF,
Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at
the place first written above.


 


 


	 	RADNET MANAGEMENT, INC.
	 	 
	 	 
	 	 
	 	By: ___________________________________
	 	 
	 	Name:
	 	 
	 	Title:




 


 


 


 


 


 


 


EXHIBIT B-3-3






     

     

    

 


TRANSACTIONS ON


 


SWING LINE NOTE




 


					
					


 


	Date	 	Amount
        of Loan Made This Date	 	Amount
        of Principal Paid This Date	 	Outstanding
        Principal 

Balance This Date	 	Notation

Made By


					
					


 


 


 


 


 


 


 


 


 


 


 



 


 


 


 


EXHIBIT B-3-4






     

     

    

 


EXHIBIT B-4 TO


CREDIT AND GUARANTY AGREEMENT


 


INCREMENTAL TERM LOAN NOTE


 





$[1][___,___,________]






 





	[_________], 20[__]	 	 	New York, New York







 





FOR VALUE RECEIVED,
RADNET MANAGEMENT, INC., a California corporation (“Borrower”), promises to pay [NAME OF LENDER]
(“Payee”) or its registered assigns the principal amount of [1][_____________]
DOLLARS] ($[1][___,___,___])
in the installments referred to below.


 


Borrower also promises
to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which
shall be determined in accordance with the provisions of that certain Amended
and Restated First Lien Credit and Guaranty Agreement, dated as of October 10July
1, 20122016
(as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein
and not otherwise defined herein being used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET,
INC., certain Subsidiaries and Affiliates of the Borrower,
as Guarantors, the Lenders party thereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION,
as Syndication Agent,CAPITAL ONE, NATIONAL ASSOCIATION
and SUNTRUST BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC and ROYAL BANK OF CANADA,
as Co-Documentation Agents, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent,
and RBC CAPITAL MARKETS2 and DEUTSCHE BANK
SECURITIES INC., as Co-Documentation Agents.


 


Borrower shall make
principal payments on this Note as set forth in Section 2.24 of the Credit Agreement.


 


This Note is one of
the “Incremental Term Loan Notes” in the aggregate principal amount of $[$___,___,_______]
and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete
statement of the terms and conditions under which the Term Loan evidenced hereby was made and is to be repaid.


 


All payments of principal
and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal
Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the
terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations
evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, Borrower, each Agent and Lenders
shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby
agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal
payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make
a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Borrower hereunder with respect
to payments of principal of or interest on this Note.


 

This Note is subject
to mandatory prepayment and to prepayment at the option of Borrower, each as provided in the Credit Agreement.

 




[1]Lender’s
Incremental Term Loan Commitment



 


2 RBC Capital Markets is a brand
name for the capital markets activities of Royal Bank of Canada and its affiliates.

 

 

EXHIBIT B-4-1






     

     

    

 


THIS NOTE AND THE RIGHTS
AND OBLIGATIONS OF BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.


 





Upon the occurrence
and during the continuation of an Event of Default, the
unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may
be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.


 


The terms of this Note
are subject to amendment only in the manner provided in the Credit Agreement.


 


No reference herein
to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Borrower,
which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times,
and in the currency herein prescribed.


 


Borrower promises to
pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement, incurred in the
collection and enforcement of this Note. Borrower and any endorsers of this Note hereby consent to renewals and extensions of time
at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind
and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.


 


 


[Remainder of page intentionally left blank]


 


 


 


 


 


 


 


EXHIBIT B-4-2



     

     

    

 


IN WITNESS WHEREOF,
Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at
the place first written above.


 





 


	 	RADNET MANAGEMENT, INC.
	 	 
	 	 
	 	 
	 	By: ___________________________________
	 	 
	 	Name:
	 	 
	 	Title:




 


 


 


 


 


 


 


 


 


 


 


 


 


EXHIBIT B-4-3






     

     

    

 


EXHIBIT C TO


CREDIT AND GUARANTY AGREEMENT


 


COMPLIANCE CERTIFICATE


 


THE UNDERSIGNED HEREBY CERTIFIES AS
FOLLOWS:


 


1.I am the Chief
Financial Officer of each of RADNET, INC. (“Holdings”) and RADNET MANAGEMENT, INC. (“Borrower”).


 





2.I have reviewed
the terms of that certain Amended and Restated First Lien
Credit and Guaranty Agreement, dated as of October 10July
1, 20122016
(as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein
and not otherwise defined herein being used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET,
INC., certain Subsidiaries and Affiliates of the Borrower,
as Guarantors, the Lenders party thereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION,
as Syndication Agent,CAPITAL ONE, NATIONAL ASSOCIATION
and SUNTRUST BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC and ROYAL BANK OF CANADA,
as Co-Documentation Agents, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, and
RBC CAPITAL MARKETS2 and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents, and
I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of
Borrower and its Subsidiaries during the accounting period covered by the attached financial statements.



 


3.The examination
described in paragraph 2 above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes
an Event of Default or Default during or at the end of the accounting period covered by the attached financial statements or as
of the date of this Certificate, except as set forth in a separate attachment, if any, to this Certificate, describing in detail,
the nature of the condition or event, the period during which it has existed and the action which Borrower has taken, is taking,
or proposes to take with respect to each such condition or event.


 





The foregoing certifications,
together with the computations set forth in Annex A hereto and the financial statements delivered with this Certificate in support
hereof, are made and delivered [mm/dd/yy_________],
20[__] pursuant to Section 5.01(c) of the Credit Agreement.


 


 


	 	RADNET, INC.

RADNET MANAGEMENT, INC.
	 	 
	 	 
	 	 
	 	By: ___________________________________
	 	 
	 	Name:
	 	 
	 	Title: Chief Financial Officer




 


 


 





2 RBC Capital Markets is a brand
name for the capital markets activities of Royal Bank of Canada and its affiliates.


 


 



EXHIBIT C-1






     

     

    

 


ANNEX A TO


COMPLIANCE CERTIFICATE


 





FOR THE FISCAL [QUARTER]
[/YEAR] ENDING [mm/dd/yy_________].,
20[__]





[To be conformed
to final Credit Agreement]







 





	1.  Consolidated Adjusted EBITDA[1]:
(i) - (ii) + (iii) =




 	$[_________]
	 	 
	 	 	 	 	 
	 	(i)	(a)	Consolidated Net Income:	$[_________]
	 	 	 	 	 
	 	 	 	 	 
	 		(b)	consolidated interest expense:	$[_________]
	 	 	 	 	 
	 	 	 	 	 
	 		(c)	provisions for taxes based on income:	$[_________]
	 	 	 	 	 
	 	 	 	 	 
	 		(d)	total depreciation expense:	$[_________]
	 	 	 	 	 
	 	 	 	 	 
	 		(e)	total amortization expense:	$[_________]
	 	 	 	 	 
	 	 	 	 	 
	 		(f)	specified operating lease expenses to the extent that a specific operating lease has been
    terminated and converted to a capital lease or purchased for cash prior to the end of the term thereof (and during such measurement period):	$[_________]
	 	 		 	 
	 	 	 	 	 
	 		(g)	pro forma cost savings relating to any Permitted Acquisition that
are expected to be realized within 12 months of such Permitted Acquisition in an amount not to exceed 15% of Consolidated
Consolidated Adjusted EBITDA (prior to giving
effect to this item (g) for item
(g) for such period) (excluding amounts of pro forma cost savings as savings
as would be permitted or required by Article
11 of would be permitted or required by Regulation S-X):	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 		(h)	the
amount of cost savings and other operating improvements and
synergies projected by the Borrower in good faith to be realized as a result of actions taken or anticipated to be taken within
the four fiscal quarter period following the last date in such period (calculated on a pro forma basis as though such cost savings
and other operational improvements and synergies had been realized on the first date of such period) in an amount not to exceed
$10,000,000 in such period


	$[_________]
	 	 	 	 	 
	 	 	 	 	 
	 		(hi)	other non-Cash charges reducing Consolidated
Net Income, Consolidated Net Income, including non-Cash stock including
non-Cash stock compensation expenses2[1]:





	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 


 


 






 


 







[1]
To the extent this Exhibit and the terms of the Credit Agreement conflict, the Credit Agreement shall control. Please refer to
the Credit Agreement.


 


2[1]
Excluding any such non-Cash charge to the extent that it represents an accrual or reserve
for potential Cash charges in any future period or amortization of a prepaid Cash charge that was paid in a prior period.

 

 






     

     

    




 


	 	 	 (ij)	Transaction Costs:	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	 	 (jk)	non-recurring
employee severance expenses not to exceed $2,000,000 during any twelve-month period:	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	 	(kl) 	non-recurring, non-operational expenses, including settlements of legal proceedings (net of any non-recurring,
non-operational income), reflected on the Consolidated Statements of Operations of Radnet, Inc. and its Subsidiaries,
(including expenses undertheunder
the heading “Other Expenses (Income)” not to exceed $5,000,000 during any twelve-month period):


	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	(ii)	other non-Cash gains increasing Consolidated Net Income5 6[1]
[2]:




	 	 	 	 	 
	 	 	 	 	 
	 	(iii)	With respect to any period during which a Permitted Acquisition or an Asset Sale
has occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants
set forth in Section 6.07 of the Credit Agreement, Consolidated Adjusted EBITDA shall be calculated with respect to such period
on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction,
are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Regulation
S-X, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges,
which pro forma adjustments shall be certified by the chief financial officer of Holdings) using the historical financial statements,
audited or as otherwise acceptable to the Administrative Agent, of any business so acquired or to be acquired or sold or to be
sold and the consolidated financial statements of Holdings and its Subsidiaries which shall be reformulated as if such Subject
Transaction, had been consummated or incurred or repaid at the beginning of such period. 1[3]
:	$[_________]






 


 





 










5
Excluding any such non-Cash gain to the extent it represents the reversal of
an accrual or reserve for potential Cash gain in any prior period.


6
For the avoidance of doubt, regardless of whether any prepayment of Offer Loans
pursuant to Section 2.13(c) of the Credit Agreement is deemed to result in a non-cash gain, no such gain shall increase Consolidated
Adjusted EBITDA[1]
Excluding any such non-Cash gain to the extent it represents the reversal
of an accrual or reserve for potential Cash gain in any prior period.


[2]
For the avoidance of doubt, regardless of whether any prepayment of
Offer Loans pursuant to Section 2.13(c) of the Credit Agreement is deemed to result in a non-cash gain, no such gain shall increase
Consolidated Adjusted EBITDA.


1[3]
If items are added to Consolidated Adjusted EBITDA pursuant to this clause (iii), the
components thereof should be itemized (as set forth in clauses (i) and (ii) of this item) for each such Permitted Acquisition or
Asset Sale and provided in a separate attachment.







 


 



     

     

    

 


 





	2. Consolidated Capital Expenditures:
(i) – (ii) =	$[_________]
	 	 
	 	 	 	 	 
	 	(i)	aggregate of all expenditures of Holdings and its Subsidiaries during such period (by the expenditure of cash or (without duplication), the incurrence of Indebtedness) determined on a consolidated basis, for any fixed asset or improvements or for replacements, substitutions or additions thereto that, in accordance with GAAP, are required to be capitalized:	$[_________]
	 	 	 	 	 
	 	 	 	 	 
	 	(ii)	less, to the extent otherwise included in clause (i): (a) + (b) =	$[_________]
	 	 	 	 	 
	 		(a)	expenditures for replacements and substitutions
for fixed assets, capital assets or equipment to the extent made with Net Cash Proceeds invested pursuant to Section 2.14(a) or
Section 2.14(b) of the Credit Agreement:	$[_________]
	 	 	 	 	 
	 	 	 	 	 
	 		(b)	expenditures which constitute a Permitted
Acquisition permitted under Section 6.08 of the Credit Agreement:	$[_________]
	 	 	 	 	 
	 	 	 	 	 
	3. Consolidated Cash Interest Expense:
(i) – (ii) =	$[_________]




	 	 	 	 	 
	 	 	 	 	 
	 	(i)	total interest expense (including that portion attributable to Capital Leases in accordance with GAAP and capitalized interest) of Holdings and its Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of Holdings and its Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under Interest Rate Agreements:	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	(ii)	less: (a) + (b) =$[_________]	$[_________]




	 	 	 	 	 
	 	 	 	 	 
	 		(a)	any amount not payable in Cash
in such period: 	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	 	(b)	any amounts referred to in Section 2.11(d) or (e) of the Credit Agreement payable on or before the
ClosingRestatement
Effective Date:
 	$[___,___,___]







 


 


 


 






     

     

    

 








	4. Consolidated Current Assets:	 
	 	 
	 	 	 	 	 
	 	total assets of a Person and its Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents:	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	5. Consolidated Current Liabilities:	 
	 	 	 	 	 
	 	 	 	 	 
	 	total liabilities of a Person and its
Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding
the current portion of long term debt:	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	6. Consolidated Excess Cash Flow:
(i) - (ii) =	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	(i)	(a) 	Consolidated Net Income:	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	 	(b)	to the extent reducing Consolidated Net
Income, the sum, without duplication, of amounts for non-Cash charges reducing Consolidated Net Income, including for depreciation
and amortization (excluding any such non-Cash charge to the extent that it represents an accrual or reserve for potential Cash
charge in any future period or amortization of a prepaid Cash charge that was paid in a prior period):	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	 	(c)	Consolidated Working Capital Adjustment:	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	(ii)1	less: (a) + (b) =	$[___,___,___]




	 	 	 	 	 
	 	 	(a)	the amounts for such period paid in cash from operating cash flow of (1) scheduled repayments of
Indebtedness for borrowed money (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving
Commitments are permanently reduced in connection with such repayments) and scheduled repayments of obligations under Capital Leases
(excluding any interest expense portion thereof), (2) Consolidated Capital Expenditures, and (3)
Permitted Acquisitions (including transaction costs with respect thereto),
and (4) other Investments permitted transaction costs with respect thereto)
to be made pursuant to Section 6.06(j) of the Credit Agreement:	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	 	(b)	other non-Cash gains increasing Consolidated
Net Income for such period (excluding any such non-Cash gain to the extent it represents the reversal of an accrual or reserve
for potential Cash gain in any prior period):	$[___,___,___]




	 	 	 	 	 



 


 





 



1
For the avoidance of doubt, no prepayment of Offer Loans pursuant to Section 2.13(c) of the Credit Agreement shall reduce the calculation
of Consolidated Excess Cash Flow pursuant to this item (ii) of the calculation of Consolidated Excess Cash Flow.


 



     

     

    




 


 








	7. Consolidated Net Income: (i)
- (ii) =	$[___,___,___]




	 	 
	 	 	 	 	 
	 	(i)	 the net income (or loss) of Holdings
and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with
GAAP:	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	(ii)	(a)	the
income (or loss) of any Person (other than a Subsidiary of Holdings) in which any other Person (other than Holdings or any of
its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to
Holdings or any of its Subsidiaries by such Person:	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 		(b)	the income (or loss) of any Person
accrued prior to the date it becomes a Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Subsidiaries
or that Person’s assets are acquired by Holdings or any of its Subsidiaries:	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 		(c)	 the income of any Subsidiary of Holdings
to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at
the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule
or governmental regulation applicable to that Subsidiary:	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	 	(d)	any after-tax gains or losses attributable
to Asset Sales or returned surplus assets of any Pension Plan:	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	 	(e)	to the extent not included in clauses
(ii)(a) through (d) above, any net extraordinary gains or net extraordinary losses:	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	8. Consolidated Total Debt: (i)
– (ii) = 	$[_________]




	 	 	 	 	 
	 	 	 	 	 
	 	(i)	the aggregate stated balance sheet amount
of all Indebtedness of Holdings and its Subsidiaries (or, if higher, the par value or stated face amount of all such Indebtedness
(other than zero coupon Indebtedness)), determined on a consolidated basis in accordance with GAAP:	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	(ii)	up to $25,000,000 in Cash or Cash Equivalents included in the consolidated balance
sheet of Holdings and its Subsidiaries and subject to a Deposit Account Control
Agreement or Securities Account Control Agreement, as applicablebalance
sheet of Holdings and its Subsidiaries:	$[___,___,___]








 


 


 


 






     

     

    

 


	9. Consolidated Working Capital:
(i) - (ii) =	$[___,___,___]




	 	 
	 	 	 	 	 
	 	(i)	Consolidated
Current Assets:	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	(ii)	Consolidated Current
Liabilities: 	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	10. Consolidated Working Capital Adjustment1:
(i) - (ii) =	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	(i)	Consolidated Working Capital as of
the beginning of such period:	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	(ii)	Consolidated Working Capital as of the
end of such period:	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	11. Consolidated Senior Secured Leverage
Ratio: (i)/(ii) =	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	(i)	Consolidated Total Secured Debt	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	(ii)	Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ended:	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Actual:    	_.__:1.00
	 	 	 	Required:    	[_.__]:1.00




	 	 	 	 	 
	12. Maximum Consolidated Capital Expenditures:	 
	 	 	 	 	 
	 	 	 	Actual:    	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	 	 	plus, the excess,
if any, of such amount for the previous Fiscal Year over the actual amount of Consolidated Capital Expenditures for such previous
Fiscal Year:	$[___,___,___]




	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Required:    	$[55,000,000]2



 





 






1
In calculating the Consolidated Working Capital Adjustment there shall be excluded the effect of reclassification during such period
of current assets to long term assets and current liabilities to long term liabilities and the effect of any Permitted Acquisition
during such period; provided, that there shall be included with respect to any Permitted Acquisition during such period
an amount (which may be a negative number) by which the Consolidated Working Capital acquired in such Permitted Acquisition as
at the time of such acquisition exceeds (or is less than) Consolidated Working Capital at the end of such period.


  


[2]
In determining the maximum Permitted Capital Expenditure Amount, the Permitted Capital Expenditure Amount shall be increased by
an amount equal to the excess, if any, of such amount for the immediately preceding Fiscal Year (as adjusted in accordance with
this proviso) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year (the “Rollover Amount”);
provided further that any Rollover Amount shall be used in the immediately following Fiscal Year only after the Permitted Capital
Expenditure Amount for such following Fiscal Year has been fully utilized; provided further that if the total net revenues (as
reflected on a consolidated statement of operations) of Holdings and its Subsidiaries for any Fiscal Year exceed $700,000,000,
the Permitted Capital Expenditure Amount for such Fiscal Year shall be increased by 5% of the amount in excess of $700,000,000.







 






     

     

    

 


EXHIBIT D-1 TO


CREDIT AND GUARANTY AGREEMENT


 


 


OPINION OF SHEPPARD, MULLIN, RICHTER
& HAMPTON


 


[PROVIDED SEPARATELY]


 


 


 


 


 


 


 






     

     

    

 


EXHIBIT D-2 TO


CREDIT AND GUARANTY AGREEMENT


 


 


OPINION OF JEFF LINDEN


 


[PROVIDED SEPARATELY]


 


 


 


 


 


 


 


 






     

     

    

 


EXHIBIT E TO


CREDIT AND GUARANTY AGREEMENT


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


This Assignment and
Assumption Agreement (the “Assignment”) is dated as of the Effective Date set forth below and is entered into
by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as
it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made
a part of this Assignment as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity
as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under
the respective facilities identified below (including any letters of credit and swingline loans included in such facilities) and
(ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way
based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights
and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned
Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment
and the Credit Agreement, without representation or warranty by the Assignor.


 


	1.	Assignor:
	 	______________________
	 	 
	2.	Assignee:
	 	______________________
[and is an Affiliate/Approved Fund1]
	 	 
	3.	Borrower:
	 	 
	 	RadNet Management, Inc.          




 


	4.	Administrative
Agent:
	 	 
	 	Barclays Bank PLC, as the administrative agentAdministrative
Agent under the Credit Agreement




	 	 
	5.	Credit
Agreement:
	 	 
	 	The $451,250,000.00602,500,000.00
Amended and Restated First Lien Credit and Guaranty Agreement,
dated as of October 10, 2012 among RadNet Management, Inc., RadNet, Inc., the Lenders parties
thereto, Barclays BankJuly 1, 2016, by and among RADNET
MANAGEMENT, INC., RADNET, INC., certain Subsidiaries and Affiliates of the Borrower, as Guarantors, the Lenders party thereto from
time to time, CAPITAL ONE, NATIONAL ASSOCIATION and SUNTRUST BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC
and ROYAL BANK OF CANADA, as Co-Documentation Agents, and BARCLAYS BANK PLC, as Administrative Agent,
and the other agents parties theretoCollateral
Agent.








 



 





 



1Select
as applicable








 


EXHIBIT E-1



    	 	 	 



     

    




 


	 	 
	6.	Assigned Interest:



 



	
        Facility Assigned
	
        Aggregate Amount of

        Commitment/Loans

        for all Lenders
	
        Amount of Commitment/Loans

        Assigned
	
        Percentage Assigned of Commitment/Loans110

	
        Tranche BRestatement
Effective Date Term Loans
	
        $350,000,000.00485,000,000.00
	
        $______________
	
        ____________%

	
        Revolving Loans
	
        $101,250,000.00117,500,000.00
	
        $______________
	
        ____________%



 


 


Effective Date: ______________, 20__ [TO
BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The Assignee agrees to deliver to the
Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom
all syndicate-level information (which may contain material non-public information about the Loan Parties and their related parties
or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s
compliance procedures and applicable laws, including Federal and state securities laws.


 


 





 







 





1[10]
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders
thereunder.







 


EXHIBIT E-2






     

     

    

 


The terms set forth in this Assignment are
hereby agreed to:


 


ASSIGNOR


[NAME OF ASSIGNOR]


 


By:_______________________


Title:


 


 


ASSIGNEE


[NAME OF ASSIGNEE]


 


By:_______________________


Title:


 


 


Consented to and Accepted:


 


 





BARCLAYS BANK PLC,
as


as
Administrative Agent




 


 


By:_______________________


 


Title:


 


 


[Consented to:


 


 


RADNET MANAGEMENT, INC.


 


 


By:_______________________


 


Title: 1


 


 


 


 





 



1To be added only if the consent
of the Borrower is required for the applicable assignment by the terms of the Credit Agreement.


 


EXHIBIT E-3






     

     

    

 


ANNEX 1


 





The $451,250,000602,500,000
Amended and Restated First Lien Credit and Guaranty Agreement, dated as of October
10July 1, 20122016
(as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein
and not otherwise defined herein being used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET,
INC., certain Subsidiaries and Affiliates of the Borrower,
as Guarantors, the Lenders party thereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION,
as Syndication Agent,CAPITAL ONE, NATIONAL ASSOCIATION
and SUNTRUST BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC and ROYAL BANK OF CANADA,
as Co-Documentation Agents, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent,
and RBC CAPITAL MARKETS2 and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents. Capitalized terms
used but not defined herein have the meanings given to them in the Credit Agreement.







 


STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT


 


1.Representations and Warranties.


 


1.1Assignor. The Assignor (a)
represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free
and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility
with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other
Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents
or any collateral thereunder, (iii) the financial condition of any Borrower, any Subsidiary or Affiliate thereof or any other Person
obligated in respect of any Loan Document or (iv) the performance or observance by any Borrower, any Subsidiary or Affiliate thereof
or any other Person of any of their respective obligations under any Loan Document.


 





1.2.Assignee.
The Assignee (a) repeats each Lender acknowledgment set forth in Section 9.05 of the Credit Agreement; (b) represents and warrants
that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate
the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements specified
in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender
and upon becoming a Lender as of the Effective Date, it is not a Defaulting Lender, (iii) from and after the Effective Date, it
shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall
have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a copy of the Credit Agreement
and the Intercreditor Agreement to the extent it has in
its sole discretion deemed necessary, together with copies of the most recent financial statements delivered pursuant to Section
5.01 thereof, as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which
it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and
(v) attached to the Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement,
duly completed and executed by the Assignee; (c) agrees that (i) it will, independently and without reliance on the Administrative
Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it
as a Lender; and (d) appoints and authorizes (i) the Administrative Agent and (ii) the Collateral Agent to take such action as
agent in their respective capacities on its behalf and to exercise such powers and discretion under the Credit Agreement, the
other Loan Documents and any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative
Agent and the Collateral Agent, as applicable, by the terms thereof, together with such powers as are incidental thereto.


 





_________________________

2 RBC Capital Markets is a brand
name for the capital markets activities of Royal Bank of Canada and its affiliates.


 


EXHIBIT E-4






     

     

    

 


2.Payments. From and after the
Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal,
interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the
Assignee for amounts which have accrued from and after the Effective Date.


 


3.General Provisions. This Assignment
shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment
may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart
of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment.
This Assignment and the rights and obligations of the parties under this Assignment shall be governed by, and construed and interpreted
in accordance with, the law of the State of New York without regard to principles of conflicts of laws that would result in the
application of any law other than the law of the State of New York.


 


 


 


 


 


 


 


 


[Remainder of page intentionally
left blank]


 


 


EXHIBIT E-5






     

     

    

 





EXHIBIT FF-1
TO


CREDIT AND GUARANTY AGREEMENT


 


CERTIFICATE RE NON-BANK STATUS


 





(For
Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)


 





Reference is made to
the Amended and Restated First Lien Credit and Guaranty Agreement,
dated as of October 10July
1, 20122016
(as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein
and not otherwise defined herein being used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET,
INC., certain Subsidiaries and Affiliates of the Borrower,
as Guarantors, the Lenders party thereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION,
as Syndication Agent,CAPITAL ONE, NATIONAL ASSOCIATION
and SUNTRUST BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC and ROYAL BANK OF CANADA,
as Co-Documentation Agents, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent,
and RBC CAPITAL MARKETS4 and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents.



 


Pursuant to the provisions
of Section 2.20(c) of the Credit Agreement, the undersigned hereby certifies that:


 


1.It is the sole record and beneficial owner of the Loans (as well as any Notes evidencing such Loans) or
other obligations in respect of which it is providing this certificate.


 


2.It is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code.


 


3.It is not a “10-percent
shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code.


 


4.It is not a “controlled
foreign corporation” related to the Borrower within the meaning of Section 881(c)(3)(C) of the Code.


 


 


 


By executing this certificate,
the undersigned agrees that if the information provided in this certificate changes, the undersigned shall promptly so inform the
Administrative Agent in writing.


 


The
undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form
W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information
provided in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing;
and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed
and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in
either of the two calendar years preceding such payments.


 


 


________________________


 





2
If the undersigned is an intermediary, a foreign partnership or other flow-through entity, the following adjustments shall be made.










A.The
following representation shall be provided as applied to the undersigned:


·Record
ownership under Paragraph 1.


B.The
following representations shall be provided as applied to the partners, members or beneficial owners claiming
the portfolio interest exemption:


·Beneficial
ownership under Paragraph 1;


·Paragraph
3;


·Paragraph
4.


C.The
following representation shall be provided as applied to the undersigned as well as the partners, members or beneficial owners
claiming the portfolio interest exemption:


·Paragraph
2.


D.The
undersigned shall provide an Internal Revenue Service Form W-8IMY (with underlying W-8BENs, W-9s or other applicable forms
from each of its partners, members or beneficial owners claiming
the portfolio interest exemption).


E.Appropriate
adjustments shall be made in the case of tiered intermediaries or tiered partnerships or flow-through entities.







 


4
RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates. 


 


 


[Signature
Page Follows]


 


EXHIBIT F-1-1






     

     

    

 


In
Witness Whereof, the undersigned has executed this certificate as of the date set forth below.


 


 


[NAME OF LENDER]


 


 


 


By:                                                                 


Name:


 


Title:


 


Date:


 


 


 


 


 


 


EXHIBIT F-1-2






     

     

    




 





EXHIBIT
F-2 TO


CREDIT
AND GUARANTY AGREEMENT


 


CERTIFICATE
RE NON-BANK STATUS


 


(For
Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes)


 


Reference
is made to the Amended and Restated First Lien Credit and Guaranty Agreement, dated as of July 1, 2016 (as it may be amended, supplemented
or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being
used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET, INC., certain Subsidiaries and Affiliates
of the Borrower, as Guarantors, the Lenders party thereto from time to time, CAPITAL ONE, NATIONAL ASSOCIATION and SUNTRUST
BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC and ROYAL BANK OF CANADA, as Co-Documentation
Agents, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent. 


 


Pursuant
to the provisions of Section 2.20(c) of the Credit Agreement, the undersigned hereby certifies that: 


 


1.It
is the sole record and beneficial owner of the participation in respect of which it is providing this certificate.


 


2.It
is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code.


 


3.It
is not a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code.


 


4.It
is not a “controlled foreign corporation” related to the Borrower within the meaning of Section 881(c)(3)(C) of the
Code. 


 


The
undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E,
as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes,
the undersigned shall promptly so inform such Lender in writing; and (2) the undersigned shall have at all times furnished such
Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be
made to the undersigned, or in either of the two calendar years preceding such payments.


 










 


 


 


EXHIBIT F-2-1






     

     

    

 





In
Witness Whereof, the undersigned has executed this certificate as of
the date set forth below.


 


 


[NAME OF LENDER]





 


 


 


By:                                                                 


Name:


Title:


Date:


 


 


 


 


 


 


 


 


EXHIBIT F-2-2







     

     

    

 





EXHIBIT
F-3 TO


CREDIT
AND GUARANTY AGREEMENT







 





CERTIFICATE
RE NON-BANK STATUS


 





(For
Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes)


 





Reference
is made to the Amended and Restated First Lien Credit and Guaranty Agreement, dated as of July 1, 2016 (as it may be amended, supplemented
or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being
used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET, INC., certain Subsidiaries and Affiliates
of the Borrower, as Guarantors, the Lenders party thereto from time to time, CAPITAL ONE, NATIONAL ASSOCIATION and SUNTRUST
BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC and ROYAL BANK OF CANADA, as Co-Documentation
Agents, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent. 


 


Pursuant
to the provisions of Section 2.20(c) of the Credit Agreement, the undersigned hereby certifies that:


 


1.It
is the sole record owner of the participation in respect of which it is providing this certificate.


 


2.Its
direct or indirect partners/members are the sole beneficial owners of such participation.


 


3.With
respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank”
extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning
of Section 881(c)(3)(A) of the Code.


 


4.None
of its direct or indirect partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section
881(c)(3)(B) of the Code.


 


5.None
of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower within the
meaning of Section 881(c)(3)(C) of the Code. 


 


The
undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms
from each of its partners/members that is claiming
the portfolio interest exemption: (1) an IRS Form W-8BEN
or IRS Form W-8BEN-E, as applicable, or (2) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing
this certificate, the undersigned agrees that (i) if the information provided in this certificate changes, the undersigned shall
promptly so inform such Lender in writing; and (ii) the undersigned shall have at all times furnished such Lender with a properly
completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned,
or in either of the two calendar years preceding such payments.


 


[Signature
Page Follows]







 


 


EXHIBIT F-3-1






     

     

    

 





In
Witness Whereof, the undersigned has executed this certificate as of
the date set forth below.


 


 


[NAME OF LENDER]





 


 


 


By:                                                                 


Name:


Title:


Date:



 


 


 


EXHIBIT F-3-2



     

     

    

 





EXHIBIT
F-4 TO


CREDIT
AND GUARANTY AGREEMENT


 


CERTIFICATE
RE NON-BANK STATUS


 


(For
Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes)


 


Reference
is made to the Amended and Restated First Lien Credit and Guaranty Agreement, dated as of July 1, 2016 (as it may be amended, supplemented
or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being
used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET, INC., certain Subsidiaries and Affiliates
of the Borrower, as Guarantors, the Lenders party thereto from time to time, CAPITAL ONE, NATIONAL ASSOCIATION and SUNTRUST
BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC and ROYAL BANK OF CANADA, as Co-Documentation
Agents, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent. 


 


Pursuant
to the provisions of Section 2.20(c) of the Credit Agreement, the undersigned hereby certifies that:


 


1.It
is the sole record owner of the Loans (as well as any Notes evidencing such Loans) in respect of which it is providing this certificate.


 


2.Its
direct or indirect partners/members are the sole beneficial owners of such Loans (as well as any Notes evidencing such Loans).


 


3.With
respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any
of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into
in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code.


 


4.None
of its direct or indirect partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section
881(c)(3)(B) of the Code.


 


5.None
of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower within the
meaning of Section 881(c)(3)(C) of the Code. 


 


The
undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms
from each of its partners/members that is claiming the portfolio
interest exemption: (1) an IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable, or (2) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such
partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate,
the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform
the Borrower and the Administrative Agent, and (ii) the undersigned shall have at all times furnished the Borrower and the Administrative
Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be
made to the undersigned, or in either of the two calendar years preceding such payments.


 


[Signature
Page Follows]







 


 


 


 


 


 


EXHIBIT F-4-1 



     

     

    

 





In
Witness Whereof, the undersigned has executed this
certificate as of the date set forth below.


 


 





[NAME
OF LENDER]





 


 


 


By:                                                                 


Name:


Title:


Date:



 


 


 


 


 


 


 


 


 


 


EXHIBIT F-4-2






     

     

    

 


EXHIBIT G-1 TO


CREDIT AND GUARANTY AGREEMENT


 





CLOSING
DATEOFFICER’S CERTIFICATE


 


THE UNDERSIGNED
HEREBY CERTIFY AS FOLLOWS:


 


1. We are, respectively,
the chief executive officer and the chief financial officer of RADNET, INC. (“Holdings”) and RADNET
MANAGEMENT, INC. (“Borrower”).


 





2. We have reviewed
the terms of Section 3 of the Amended and Restated First Lien
Credit and Guaranty Agreement, dated as of October 10July
1, 20122016
(as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein
and not otherwise defined herein being used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET,
INC., certain Subsidiaries and Affiliates of the Borrower,
as Guarantors, the Lenders party thereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION,
as Syndication Agent,CAPITAL ONE, NATIONAL ASSOCIATION
and SUNTRUST BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC and ROYAL BANK OF CANADA,
as Co-Documentation Agents, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, and
RBC CAPITAL MARKETS2 and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents, and
the definitions and provisions contained in such Credit Agreement relating thereto, and in our opinion we have made, or have caused
to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion
as to the matters referred to herein.







 


3. Based upon our review
and examination described in paragraph 2 above, we certify, on behalf of Borrower, that as of the date hereof:


 


(i)since December
31, 20112015,
there has not occurred a Material Adverse Effect; and







 


(ii)each of the conditions precedent described in Section 3.01 and Section 3.02 of the Credit Agreement have
been satisfied on the ClosingRestatement
Effective Date (except that no opinion is hereby expressed as to any Agent’s or Required Lenders’ satisfaction
with any document, instrument or other matter).


 





The foregoing certifications
are made and delivered as of October 10July
1, 20122016.


 


 


 


 





2 RBC Capital Markets is a brand
name for the capital markets activities of Royal Bank of Canada and its affiliates


 


EXHIBIT G-1-1 






     

     

    

 


RADNET, INC. 


 


RADNET MANAGEMENT, INC.


 


 


_______________________


Name:


Title: Chief Executive Officer


 


 


________________________


Name:


Title: Chief Financial Officer


 


 


 


 


 


 


 


EXHIBIT G-1-2 






     

     

    

 


EXHIBIT G-2 TO


CREDIT AND GUARANTY AGREEMENT


 


SOLVENCY CERTIFICATE


 


THE UNDERSIGNED
HEREBY CERTIFIES AS FOLLOWS:


 


1. I am the chief financial
officer of RADNET, INC., a Delaware corporation (“Holdings”) and RADNET MANAGEMENT, INC., a California
corporation (“Borrower”).


 





2. Reference is made
to that certain Amended and Restated First Lien Credit and
Guaranty Agreement, dated as of October 10July
1, 20122016
(as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein
and not otherwise defined herein being used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET,
INC., certain Subsidiaries and Affiliates of the Borrower,
as Guarantors, the Lenders party thereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION,
as Syndication Agent,CAPITAL ONE, NATIONAL ASSOCIATION
and SUNTRUST BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC and ROYAL BANK OF CANADA,
as Co-Documentation Agents, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent,
and RBC CAPITAL MARKETS2 and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents.



 


3. I have reviewed
the terms of Sections 3 and 4 of the Credit Agreement and the definitions and provisions contained in the Credit Agreement relating
thereto, and, in my opinion, have made, or have caused to be made under my supervision, such examination or investigation as is
necessary to enable me to express an informed opinion as to the matters referred to herein.


 


4. Based upon my review
and examination described in paragraph 3 above, I certify that as of the date hereof, after giving effect to the consummation of
the Transactions, the related financings and the other transactions contemplated by the Loan Documents, the Loan Parties, taken
as a whole, are Solvent.


 





The foregoing certifications
are made and delivered as of October 10July
1, 20122016.


 


 


________________________


Name:


Title: Chief Financial Officer


 





2 RBC Capital Markets is a brand
name for the capital markets activities of Royal Bank of Canada and its affiliates


 


 


EXHIBIT G-2






     

     

    

 


EXHIBIT H TO


CREDIT AND GUARANTY AGREEMENT


 


COUNTERPART AGREEMENT


 





This COUNTERPART
AGREEMENT, dated [mm/dd/yy________],
20[__] (this “Counterpart Agreement”) is delivered pursuant to that certain Amended
and Restated First Lien Credit and Guaranty Agreement, dated as of October 10July
1, 20122016
(as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein
and not otherwise defined herein being used herein as therein defined), by and among RADNET MANAGEMENT, INC., RADNET,
INC., certain Subsidiaries and Affiliates of the Borrower,
as Guarantors, the Lenders party thereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION,
as Syndication Agent,CAPITAL ONE, NATIONAL ASSOCIATION
and SUNTRUST BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA) LLC and ROYAL BANK OF CANADA,
as Co-Documentation Agents, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent,
and RBC CAPITAL MARKETS2 and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents.


 


Section 1. Pursuant
to Section 5.10 of the Credit Agreement, the undersigned hereby:


 


(a) agrees
that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned
becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof;


 


(b)represents
and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and
applicable to the undersigned is true and correct in all material respects
(provided, that to the extent any such representation or warranty is already qualified by materiality or material adverse effect,
such representation or warranty is true and correct in all respects) both before and after giving effect to this Counterpart
Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such
representation and warranty is true and correct as of such earlier date;


 


(c)no
event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date
hereof, that would constitute an Event of Default or a Default;


 


(d)agrees
to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become
due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that
would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a))
and in accordance with Article VII of the Credit Agreement; and


 


(e)the
undersigned hereby (i) agrees that this counterpart may be attached to the Pledge and Security Agreement, (ii) agrees that the
undersigned will comply with all the terms and conditions of the Pledge and Security Agreement as if it were an original signatory
thereto, (iii) grants to Collateral Agent a security interest in all of the undersigned’s right, title and interest in and
to all “Collateral” (as such term is defined in the Pledge and Security Agreement) of the undersigned, subject to the
terms of Section 2 of the Pledge and Security Agreement, in each case whether now or hereafter existing or in which the undersigned
now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to Collateral Agent supplements
to all schedules attached to the Pledge and Security Agreement. All such Collateral shall be deemed to be part of the “Collateral”
and hereafter subject to each of the terms and conditions of the Pledge and Security Agreement.


 


 


 





2 RBC Capital Markets is a brand
name for the capital markets activities of Royal Bank of Canada and its affiliates



 


 


EXHIBIT H-1 






     

     

    

 


Section 2. The
undersigned agrees from time to time, upon request of Administrative Agent, to take such additional actions and to execute and
deliver such additional documents and instruments as Administrative Agent may request to effect the transactions contemplated by,
and to carry out the intent of, this Agreement. Neither this Agreement nor any term hereof may be changed, waived, discharged or
terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its
consent to or acceptance of this Agreement) against whom enforcement of such change, waiver, discharge or termination is sought.
Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 10.01 of the Credit
Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature
page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any
other jurisdiction, shall not in any way be affected or impaired thereby.


 


THIS AGREEMENT SHALL
BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES THEREOF.


 


[Remainder of page intentionally left blank]


 


 


 


 


 


 


EXHIBIT H-2






     

     

    

 


IN WITNESS WHEREOF,
the undersigned has caused this Counterpart Agreement to be duly executed and delivered by its duly authorized officer as of the
date above first written.


 


[NAME OF SUBSIDIARY]


 


 


By:_______________________________


Name:


Title:


 


Address for Notices:


 


_______________________________


_______________________________


_______________________________


Attention:


Telecopier


 


with a copy to:


 


_______________________________


_______________________________


_______________________________


Attention:


Telecopier


 


 


ACKNOWLEDGED AND ACCEPTED,


as of the date above first written:


 


 


BARCLAYS BANK PLC,


as Administrative Agent and Collateral
Agent


 


 


By:_______________________________


Name:


Title:


 


 


EXHIBIT H-3






     

     

    

 


EXHIBIT I TO


CREDIT AND GUARANTY AGREEMENT


 


 


 


 


 


[PLEDGE AND SECURITY AGREEMENT TO BE
PROVIDED SEPARATELY]


 


 


 


 


 


 


 


 


 


 


 


 


EXHIBIT I-1






     

     

    

 


EXHIBIT J TO


CREDIT AND GUARANTY AGREEMENT


 


INTERCOMPANY NOTE


 


Note Number: 1Dated:
[__________], 20[_]


 





FOR VALUE RECEIVED,
each of Holdings, the Borrower and each of its Affiliates and Subsidiaries (collectively, the “Group Members”
and each, a “Group Member”) which is a party to this intercompany note (the “Promissory Note”)
promises to pay to such other Group Member as makes loans to such Group Member (each Group Member which borrows money pursuant
to this Promissory Note is referred to herein as a “Payor” and each Group Member which makes loans and advances
pursuant to this Promissory Note is referred to herein as a “Payee”), on demand, in lawful money of the United
States of America, in immediately available funds and at the appropriate office of the Payee, the aggregate unpaid principal amount
of all loans and advances heretofore and hereafter made by such Payee to such Payor and any other indebtedness now or hereafter
owing by such Payor to such Payee as shown either on Schedule A attached hereto (and any continuation thereof) or in the books
and records of such Payee. The failure to show any such Indebtedness or any error in showing such Indebtedness shall not affect
the obligations of any Payor hereunder. Capitalized terms used herein but not otherwise defined herein shall have the meanings
given such terms in the Amended and Restated First Lien Credit
and Guaranty Agreement, dated as of October 10July
1, 20122016
(as it may be amended, supplemented,
replaced or otherwise modified from time to time, the “Credit
Agreement”), by and among RADNET MANAGEMENT, INC., RADNET, INC., certain Subsidiaries and Affiliates of
the Borrower, as Guarantors, the Lenders party thereto from
time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent,CAPITAL
ONE, NATIONAL ASSOCIATION and SUNTRUST BANK, as Co-Syndication Agents, CREDIT SUISSE SECURITIES (USA)
LLC and ROYAL BANK OF CANADA, as Co-Documentation Agents, and BARCLAYS BANK PLC, as Administrative
Agent and Collateral Agent, and RBC CAPITAL MARKETS2 and DEUTSCHE
BANK SECURITIES INC., as Co-Documentation Agents...



 


The unpaid principal
amount hereof from time to time outstanding shall bear interest at a rate equal to the rate as may be agreed upon in writing from
time to time by the relevant Payor and Payee or, at the Administrative Agent’s option following the occurrence and during
the continuation of an Event of Default, at the rate per annum then applicable to Revolving Loans that are Base Rate Loans or,
following expiration or termination of the Revolving Commitments, the rate applicable to Base Rate Loans thereunder immediately
prior to such expiration or termination, in each case, plus 2.0% per annum. Interest shall be due and payable on the last
day of each month commencing after the date hereof or at such other times as may be agreed upon in writing from time to time by
the relevant Payor and Payee. Upon demand for payment of any principal amount hereof, accrued but unpaid interest on such principal
amount shall also be due and payable. Interest shall be paid in lawful money of the United States of America and in immediately
available funds. Interest shall be computed for the actual number of days elapsed on the basis of a year consisting of 365 days.


 


Each Payor and any
endorser of this Promissory Note hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and
no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.


 


This Promissory Note
has been pledged by each Payee to the Collateral Agent, for the benefit of the Secured Parties, as security for such Payee’s
Obligations, if any, under the Credit Agreement, the Pledge and Security Agreement and the other Loan Documents to which such Payee
is a party. Each Payor acknowledges and agrees that the Collateral Agent and the other Secured Parties may exercise all the rights
of the Payees under this Promissory Note and will not be subject to any abatement, reduction, recoupment, defense, setoff or counterclaim
available to such Payor.


 





 


2 RBC Capital Markets is a brand
name for the capital markets activities of Royal Bank of Canada and its affiliates.


 


 


EXHIBIT J-1






     

     

    

 


Each Payee agrees that
any and all claims of such Payee against any Payor or any endorser of this Promissory Note, or against any of their respective
properties, shall be subordinate and subject in right of payment to the Obligations until all of the Obligations have been performed
and paid in full in immediately available funds, no Letters of Credit are outstanding and the Commitments have been terminated;
provided, that each Payor may make payments to the applicable Payee so long as no Default or Event of Default shall have
occurred and be continuing; and provided, further, that all loans and advances made by a Payee pursuant to this Promissory
Note shall be received by the applicable Payor subject to the provisions of the Credit Agreement including, without limitation,
the provisions thereof relating to mandatory prepayment. Notwithstanding any right of any Payee to ask, demand, sue for, take or
receive any payment from any Payor, all rights, Liens and security interests of such Payee, whether now or hereafter arising and
howsoever existing, in any assets of any Payor (whether constituting part of the security or collateral given to the Collateral
Agent or any Secured Party to secure payment of all or any part of the Obligations or otherwise) shall be and hereby are subordinated
to the rights of the Collateral Agent or any Secured Party in such assets. Except as expressly permitted by the Credit Agreement,
the Payees shall have no right to possession of any such asset or to foreclose upon, or exercise any other remedy in respect of,
any such asset, whether by judicial action or otherwise, unless and until all of the Obligations shall have been performed and
paid in full in immediately available funds, no Letters of Credit are outstanding and the Commitments under the Credit Agreement
have been terminated.


 


If all or any part
of the assets of any Payor, or the proceeds thereof, are subject to any distribution, division or application to the creditors
of any Payor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement,
receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any Payor is dissolved
or if (except as expressly permitted by the Credit Agreement) all or substantially all of the assets of any Payor are sold, then,
and in any such event, any payment or distribution of any kind or character, whether in cash, securities or other investment property,
or otherwise, which shall be payable or deliverable upon or with respect to any indebtedness of such Payor to any Payee (“Payor
Indebtedness”) shall be paid or delivered directly to the Collateral Agent for application to any of the Obligations,
due or to become due, until the date on which the Obligations shall have been performed and paid in full in immediately available
funds, no Letters of Credit shall be outstanding and the Commitments shall have been terminated. Each Payee irrevocably authorizes,
empowers and appoints the Collateral Agent as such Payee’s attorney-in-fact (which appointment is coupled with an interest
and is irrevocable) to demand, sue for, collect and receive every such payment or distribution and give acquittance therefor and
to make and present for and on behalf of such Payee such proofs of claim and take such other action, in the Collateral Agent’s
own name or in the name of such Payee or otherwise, as the Collateral Agent may deem necessary or advisable for the enforcement
of this Promissory Note. Each Payee also agrees to execute, verify, deliver and file any such proofs of claim in respect of the
Payor Indebtedness requested by the Collateral Agent. The Collateral Agent may vote such proofs of claim in any such proceeding
(and the applicable Payee shall not be entitled to withdraw such vote), receive and collect any and all dividends or other payments
or disbursements made on Payor Indebtedness in whatever form the same may be paid or issued and apply the same on account of any
of the Obligations. Except as otherwise expressly permitted under the Credit Agreement, should any payment, distribution, security
or other investment property or instrument or any proceeds thereof be received by any Payee upon or with respect to Payor Indebtedness
owing to such Payee prior to such time as the Obligations have been performed and paid in full in immediately available funds,
no Letters of Credit are outstanding and the Commitments have been terminated, such Payee shall receive and hold the same in trust,
as trustee, for the benefit of the Collateral Agent and the Secured Parties, and shall forthwith deliver the same to the Collateral
Agent, for the benefit of the Secured Parties, in precisely the form received (except for the endorsement or assignment of such
Payee where necessary or advisable in the Collateral Agent’s judgment), for application to any of the Obligations, due or
not due, and, until so delivered, the same shall be segregated from the other assets of such Payee and held in trust by such Payee
as the property of the Collateral Agent, for the benefit of the Secured Parties. If such Payee fails to make any such endorsement
or assignment to the Collateral Agent, the Collateral Agent or any of its officers, employees or representatives are hereby irrevocably
authorized to make the same. Each Payee agrees that until the Obligations have been performed and paid in full in immediately available
funds, no Letters of Credit are outstanding and the Commitments have been terminated, such Payee will not (i) assign or transfer,
or agree to assign or transfer, to any Person (other than in favor of the Collateral Agent for the benefit of the Secured Parties
pursuant to the Pledge and Security Agreement or otherwise) any claim such Payee has or may have against any Payor, (ii) discount
or extend the time for payment of any Payor Indebtedness, or (iii) otherwise amend, modify, supplement, waive or fail to enforce
any provision of this Promissory Note.


 


EXHIBIT J-2






     

     

    

 


Notwithstanding
anything to the contrary contained herein, in any other Loan Document or in any such promissory note or other instrument, this
Promissory Note (i) replaces and supersedes any and all promissory notes or other instruments which create or evidence any loans
or advances made on or before the date hereof by any Group Member to any other Group Member, and (ii) shall not be deemed replaced,
superseded or in any way modified by any promissory note or other instrument entered into on or after the date hereof which purports
to create or evidence any loan or advance by any Group Member to any other Group Member.


 


THIS PROMISSORY
NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


From time to time after
the date hereof, additional Subsidiaries of the Group Members may become parties hereto by executing a counterpart signature page
to this Promissory Note (each additional Subsidiary, an “Additional Payor”). Upon delivery of such counterpart
signature page to the Payees, notice of which is hereby waived by the other Payors, each Additional Payor shall be a Payor and
shall be as fully a party hereto as if such Additional Payor were an original signatory hereof. Each Payor expressly agrees that
its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Payor hereunder.
This Promissory Note shall be fully effective as to any Payor that is or becomes a party hereto regardless of whether any other
Person becomes or fails to become or ceases to be a Payor hereunder.


 


This Promissory Note
may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


 


 


[Remainder of page intentionally left blank]


 


 


 


 


 


 


EXHIBIT J-3






     

     

    

 


IN WITNESS WHEREOF, each Payor has caused
this Intercompany Note to be executed and delivered by its proper and duly authorized officer as of the date set forth above.


 


 


RADNET MANAGEMENT, INC.


 


 


By: __________________________


Name:


Title:


 


 


 


RADNET, INC.


 


 


By: __________________________


Name:


Title:


 


 


 


[GROUP MEMBERS]


 


 


By: __________________________


Name:


Title:


 


 


 


 


 


 


 


 


 


EXHIBIT J-4



     

     

    

 


SCHEDULE
A


 


TRANSACTIONS ON

INTERCOMPANY NOTE


 


	Date	Name of Payor	Name of Payee	Amount of Advance This Date	Amount of Principal Paid This Date	Outstanding Principal Balance from Payor to Payee This Date	Notation Made By
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


 


 


 


 


 


EXHIBIT J-A-1






     

     

    

 


ENDORSEMENT


 


FOR VALUE RECEIVED,
each of the undersigned does hereby sell, assign and transfer to [___________] all of its right, title and interest in and to the
Intercompany Note, dated [__________], 20[_] (as amended, supplemented, replaced or otherwise modified from time to time, the “Promissory
Note”), made by RADNET, INC., a Delaware corporation, RADNET MANAGEMENT, INC., a California corporation
(the “Borrower”), and each other Affiliate and Subsidiary of the Borrower or any other Person that becomes a
party thereto, and payable to the undersigned. This endorsement is intended to be attached to the Promissory Note and, when so
attached, shall constitute an endorsement thereof.


 


The initial undersigned
shall be the Group Members (as defined in the Promissory Note) party to the Loan Documents on the date of the Promissory Note.
From time to time after the date thereof, additional Affiliates and Subsidiaries of the Group Members shall become parties to the
Promissory Note (each, an “Additional Payee”) and a signatory to this endorsement by executing a counterpart
signature page to the Promissory Note and to this endorsement. Upon delivery of such counterpart signature page to the Payors,
notice of which is hereby waived by the other Payees, each Additional Payee shall be a Payee and shall be as fully a Payee under
the Promissory Note and a signatory to this endorsement as if such Additional Payee were an original Payee under the Promissory
Note and an original signatory hereof. Each Payee expressly agrees that its obligations arising under the Promissory Note and hereunder
shall not be affected or diminished by the addition or release of any other Payee under the Promissory Note or hereunder. This
endorsement shall be fully effective as to any Payee that is or becomes a signatory hereto regardless of whether any other Person
becomes or fails to become or ceases to be a Payee to the Promissory Note or hereunder.


 


Dated: ________________


 


 


[Remainder of page intentionally
left blank]


 


 


 


 


 


 


 


EXHIBIT J-A-2






     

     

    

 


RADNET MANAGEMENT, INC.


 


 


By: __________________________


Name:


Title:


 


 


 


RADNET, INC.


 


 


By: __________________________


Name:


Title:


 


 


 


[GROUP MEMBERS]


 


By: __________________________

Name:

Title:


 


 


 


 


EXHIBIT J-A-3






     

     

    

 


EXHIBIT K TO


CREDIT AND GUARANTY AGREEMENT


 


JOINDER AGREEMENT


 





THIS JOINDER AGREEMENT,
dated as of [__________], 20[__]
(this “Agreement”), by and among [NEW LENDERS] (each a “Lender” and collectively the “Lenders”),
RADNET MANAGEMENT, INC., a California corporation (“Borrower”), RADNET, INC., a Delaware corporation
(“Holdings”), CERTAIN SUBSIDIARIES AND AFFILIATES OF THE BORROWER, as Guarantors, and BARCLAYS BANK
PLC (“Barclays”), as Administrative Agent.


 


RECITALS:


 





WHEREAS, reference
is hereby made to the Amended and Restated First Lien Credit
and Guaranty Agreement, dated as of October 10July
1, 20122016
(as it may be amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement’’”;
the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Borrower,
Holdings, certain Subsidiaries and Affiliates of the Borrower, as Guarantors, the Lenders party thereto from time to
time, General Electric Capital Corporation, as Syndication Agent,Capital
One, National Association and SunTrust Bank, as Co-Syndication Agents, Credit Suisse Securities (USA) LLC and Royal Bank
of Canada, as Co-Documentation Agents, and Barclays Bank
PLC, as Administrative Agent and Collateral Agent, and RBC Capital Markets2
and Deutsche Bank Securities Inc., as Co-Documentation Agents; and.


 


WHEREAS, subject
to the terms and conditions of the Credit Agreement, Borrower may increase the existing Revolving Loan Commitments and/or provide
Incremental Term Loan Commitments by entering into one or more Joinder Agreements with the Incremental Term Loan Lenders and/or
Incremental Revolving Loan Lenders, as applicable.


 


NOW, THEREFORE,
in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:


 


Each Lender party hereto
hereby agrees to commit to provide its respective Commitment as set forth on Schedule A annexed hereto, on the terms and subject
to the conditions set forth below:


 


 





Each Lender (i) confirms
that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements
referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into this Joinder Agreement (this “Agreement”); (ii) agrees that it will, independently and without
reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii)
appoints and authorizes the Administrative Agent and Syndication
AgentCo-Syndication Agents to take such action
as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to
Administrative Agent and Syndication AgentCo-Syndication
Agents, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and
(iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement
are required to be performed by it as a Lender.


 


Each Lender hereby agrees
to make its Commitment on the following terms and conditions4[1]:


 








2 RBC Capital Markets is a brand
name for the capital markets activities of Royal Bank of Canada and its affiliates.



 



4[1]
Insert completed items 1-7 as applicable, with respect to Incremental Term Loans
with such modifications as may be agreed to by the parties hereto to the extent consistent with Section 2.24 of the Credit Agreement.


 


 


 


 





EXHIBIT K-1


     

     

    
 



 


 


		1.	Incremental Term Loan Maturity Date. The Incremental Term Loan Maturity Date for the Series
[__] Incremental Term Loan shall be [ ].



 


		2.	Applicable Margin.



 


		i.	Base Rate Loans: The Applicable Margin for each Series [__] Incremental Term Loan that is a Base
Rate Loan shall mean, as of any date of determination, [___]% per annum.



 


		ii.	Eurodollar Rate Loans: The Applicable Margin for each Series [__] Incremental Term Loan that is
a Eurodollar Rate Loan shall mean, as of any date of determination, [___]% per annum.



 


		3.	Principal Payments. Borrower shall make principal payments on the Series [__] Incremental
Term Loans in accordance with Section 2.12 of the Credit Agreement in installments on the dates and in the amounts set forth below:


 





 



1Insert completed items 1-7 as applicable, with respect to Incremental Term
Loans with such modifications as may be agreed to by the parties hereto to the extent consistent with Section 2.24 of the Credit
Agreement.

 

	
        (A)

        Payment

        Date
	
        (B)

        Scheduled

        Repayment of

        Series [__] Incremental Term Loans

		
        $__________

		
        $__________

		
        $__________

		
        $__________

		
        $__________

		
        $__________

		
        $__________

		
        $__________

		
        $__________

		
        $__________

		
        $__________

		
        $__________

		
        $__________

		
        $__________

	
        TOTAL
	
        $__________



 


EXHIBIT K-2






     

     

    

 

	4.	Voluntary and Mandatory Prepayments. Scheduled installments of principal of the [Series
[__]] Incremental Term Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the
[Series [__]] Incremental Term Loans in accordance with Sections 2.12, 2.13 and 2.14 of the Credit Agreement respectively.
	 	 



	5.	

Other
Fees. Borrower agrees to pay each [New Term Loan Lender] [New Revolving Lender] its Pro Rata Share of an aggregate fee equal
to [__________, ____] on [___________],
20[____].





	 	 



	6.	Proposed Borrowing. This Agreement represents Borrower’s request to borrow [Series
[__] Incremental Term Loans] from Incremental Term Loan Lender as follows (the “Proposed Borrowing”):
	 	 



		a.	Business Day of Proposed Borrowing:
[___________],
20[____]
	 	 	 



		b.	Amount of Proposed Borrowing:
$[___________________]
	 	 	 	 
	 	c.	Interest rate option:	 ̈a. Base Rate Loan(s)
	 	 	 	 ̈b. Eurodollar Rate Loans
	 	 	 	with an initial Interest
	 	 	 	Period of ____ month(s)



 











	7.	[Incremental Lenders. Each [Incremental Term Loan Lender] [Incremental Revolving
Loan Lender] acknowledges and agrees that upon its execution of this Agreement [and the making of [Incremental Term Loans][Series
[__] Incremental Term Loans]] that such [Incremental Term Loan Lender] [Incremental Revolving Loan Lender] shall become a “Lender”
under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms
thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.]1



 


 


 


 






1Insert bracketed language if the lending institution is not already a Lender.


 


EXHIBIT K-3



     

     

    

 


	8.	Credit Agreement Governs. Except as set forth in this Agreement, [Incremental Revolving
Loans] [Series [__] Incremental Term Loans] shall otherwise be subject to the provisions of the Credit Agreement and the other
Loan Documents.



 


	9.	Borrower’s Certifications. By its execution of this Agreement, the undersigned officer,
to the best of his or her knowledge, and Borrower hereby certify that:



 


		i.	The representations and warranties contained in the Credit Agreement and in the other Loan Documents
are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date
hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations
and warranties were true and correct in all material respects on and as of such earlier date; provided, that to the extent
any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty
is true and correct in all respects;



 


		ii.	No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing
contemplated hereby that would constitute a Default or an Event of Default; and



 


		iii.	Borrower has performed in all material respects all agreements and satisfied all conditions which
the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof.



 


	10.	Borrower Covenants. By its execution of this Agreement, Borrower hereby covenants that:



 


		i.	[Borrower shall make any payments required pursuant to Section 2.18(c) of the Credit Agreement
in connection with the Incremental Revolving Loan Commitments;]1



 


		ii.	Borrower shall deliver or cause to be delivered the following legal opinions and documents: [___________],
together with all other legal opinions and other documents reasonably requested by Administrative Agent in connection with this
Agreement; and



 


		iii.	Set forth on the attached Officers’ Certificate are the calculations (in reasonable detail)
demonstrating compliance with the financial tests described in Section 6.07 of the Credit Agreement.



 





	11.	Eligible Assignee. By its execution of this Agreement, each [Incremental Term Loan Lender]
[Incremental Revolving Loan Lender] represents and warrants that it is an Eligible Assignee.



 


 





 



1 Select this provision in the circumstance where the Lender is an Incremental
Revolving Loan Lender.


 


 


 



EXHIBIT K-4






     

     

    

 


	12.	Notice. For purposes of the Credit Agreement, the initial notice address of each [Incremental
Term Loan Lender] [Incremental Revolving Loan Lender] shall be as set forth below its signature below.



 


	13.	Certifications. For each [Incremental Revolving Loan Lender] [Incremental Term Loan Lender],
delivered herewith to Administrative Agent are such forms, certificates or other evidence with respect to United States federal
income tax withholding matters as such [Incremental Revolving Loan Lender] [Incremental Term Loan Lender] may be required to deliver
to Administrative Agent pursuant to subsection 2.20(c) of the Credit Agreement.



 


	14.	Recordation of the Incremental Loans. Upon execution and delivery hereof, Administrative
Agent will record the [Series [__] Incremental Term Loans] [Incremental Revolving Loans] made by [Incremental Term Loan Lenders]
[Incremental Revolving Loan Lenders] in the Register.



 


	15.	Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived
except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.



 


	16.	Entire Agreement. This Agreement, the Credit Agreement and the other Loan Documents constitute
the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements
and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.



 


	17.	GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



 


	18.	Severability. Any term or provision of this Agreement which is invalid or unenforceable
in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability
of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as
to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.



 


	19.	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed
to be an original, but all of which shall constitute one and the same agreement.



 


 


 


[Remainder of page intentionally left blank]


 


 


EXHIBIT K-5






     

     

    

 





IN WITNESS WHEREOF, each of the undersigned
has caused its duly authorized officer to execute and deliver this Joinder Agreement as of [_____________],
____20[__].


 


[NAME OF LENDER]


 


 


By:______________________________


Name:


Title:


 


Notice Address:


 


Attention:


Telephone:


Facsimile:


 


 


 


RADNET MANAGEMENT, INC.


 


 


By: __________________________


Name:


Title:


 


 


 


RADNET, INC.


 


 


By: __________________________


Name:


Title:


 


 


 


[ADD ADDITIONAL GUARANTORS AS NECESSARY]


 


 


By: __________________________


Name:


Title:


 


EXHIBIT K-6






     

     

    

 


Consented to by:


 


 


 


BARCLAYS BANK PLC


 as Administrative Agent


 


 


By: _____________________________


Name:


Title:


 


 


 


 


 


 


 


EXHIBIT K-7






     

     

    

 


SCHEDULE A


 


TO JOINDER AGREEMENT


 


	
        Name of Lender
	
        Type of Commitment
	
        Amount

	
        [___________________]
	
        [Incremental Term Loan Commitment] [Incremental Revolving Loan
        Commitment]
	
        $[_________________]

	 	 	 
			
			
        Total: $[_________________]



 


 


 


 


 


 


 


 


EXHIBIT K-9