Common use of Revolving Loans and Borrowings Clause in Contracts

Revolving Loans and Borrowings. (i) On the terms and subject to the conditions set forth herein, each Lender severally agrees to make Loans to Borrowers from time to time as set forth herein (each a “Revolving Loan”, and collectively, “Revolving Loans”) equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrower Representative hereunder, provided that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Within the foregoing limits, Borrowers may borrow under this Section 2.2(a)(i), may prepay or repay Revolving Loans from time to time and may reborrow Revolving Loans pursuant to this Section 2.2(a)(i). (ii) Borrower Representative shall deliver to Administrative Agent a Notice of Borrowing with respect to each proposed Revolving Loan Borrowing (other than Revolving Loans made pursuant to clause (iii) below), such Notice of Borrowing to be delivered no later than noon (Chicago time) two (2) Business Days prior to such proposed borrowing. Once given, a Notice of Borrowing shall be irrevocable and Borrowers shall be bound thereby. Borrower Representative shall also deliver to Administrative Agent in connection with each such proposed Revolving Loan Borrowing a Borrowing Base Certificate dated as of the Notice of Borrowing prepared with figures and information as of the close of business on the Business Day immediately preceding the date of such Borrowing Base Certificate. (iii) Each Borrower hereby authorizes Lenders and Administrative Agent to make Revolving Loans based on telephonic notices made by any Person which Administrative Agent, in good faith, believes to be acting on behalf of Borrower Representative. Borrower Representative agrees to deliver to Administrative Agent a Notice of Borrowing in respect of each Revolving Loan requested by telephone no later than one Business Day following such request. If the Notice of Borrowing differs in any respect from the action taken by Administrative Agent and Lenders, the records of Administrative Agent and the Lenders shall govern absent manifest error. Each Borrower further hereby authorizes Lenders and Administrative Agent to make Revolving Loans based on electronic notices made by any Person which Administrative Agent, in good faith, believes to be acting on behalf of Borrower Representative, but only after Administrative Agent shall have established procedures acceptable to Administrative Agent for accepting electronic Notices of Borrowing, as indicated by Administrative Agent’s written confirmation thereof. (iv) Each Borrower and each Revolving Lender hereby authorizes Administrative Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, (x) as provided in Section 2.5(c), with respect to obligations arising under Support Agreements and/or Lender Letters of Credit, and (y) and interest, fees, expenses and other charges of any Borrower or Guarantor from time to time arising under this Agreement or any other Financing Document, provided, that (1) Administrative Agent shall have no obligation at any time to make any Revolving Loan pursuant to the provisions of the preceding sub-clause (y) and (2) Administrative Agent shall have no right to make Revolving Loans (A) as provided in Section 2.5(c) for the account of any Revolving Lender that was a Non-Funding Revolving Lender at the time Administrative Agent executed a Support Agreement, or at the time of issuance of any Lender Letter of Credit, for which, in either case, reimbursement obligations have arisen pursuant to Section 2.5(c) and (B) for the account of any then existing Non-Funding Revolving Lender to pay interest, fees, expenses and other charges of any Borrower or Guarantor (other than reimbursement obligations that have arisen pursuant to Section 2.5(c) in respect of Support Agreements executed or Lender Letters of Credit issued at the time any such Non-Funding Revolving Lender was not then a Non-Funding Revolving Lender). (v) The Borrowing Base shall be determined by Administrative Agent based on the most recent Borrowing Base Certificate delivered to Administrative Agent in accordance with this Agreement and such other information as may be available to Administrative Agent. Without limiting any other rights and remedies of Administrative Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Administrative Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Administrative Agent’s good faith credit judgment and discretion, consistent with Administrative Agent’s then current underwriting standards, practices and procedures for its loans to borrowers in the healthcare industry, such reserves are necessary, including to protect the Collateral or to protect against possible non-payment of Accounts for any reason by Account Debtors or possible diminution of the value of any Collateral or possible non-payment of any of the Obligations or for any taxes or customs duties or in respect of any state of facts which may constitute a Default or Event of Default. Administrative Agent may, at its option, implement reserves by designating as ineligible a sufficient amount of Accounts which would otherwise be Eligible Accounts, so as to reduce the Borrowing Base by the amount of the intended reserves. (vi) Administrative Agent, in its discretion, may further adjust the Borrowing Base by applying percentages (known as “liquidity factors”) to Eligible Accounts by payor class based upon the applicable Borrower’s actual recent collection history for each such payor class and such liquidity factors may be adjusted by Administrative Agent from time to time as Administrative Agent determines are warranted, in each such case as Administrative Agent shall determine are appropriate in the exercise of its good faith credit judgment and discretion, consistent with Administrative Agent’s then current underwriting standards, practices and procedures for its loans to borrowers in the healthcare industry. (vii) Administrative Agent shall at all times have the right to request that any Notice of Borrowing delivered by Borrowers be signed by each entity constituting the Borrowers rather than by Borrower Representative only. Borrower Representative shall deliver a Borrowing Base Certificate to Administrative Agent no less often than every thirty (30) days even if Borrower Representative chooses not to deliver a Notice of Borrowing during such thirty-day (30) period.

Revolving Loans and Borrowings. (i) On the terms and subject to the conditions set forth herein, each Lender severally agrees to make Loans to Borrowers Borrower from time to time as set forth herein (each a “Revolving Loan”, and collectively, “Revolving Loans”) equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrower Representative hereunder, provided that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Within the foregoing limits, Borrowers Borrower may borrow under this Section 2.2(a)(i), may prepay or repay Revolving Loans from time to time and may reborrow Revolving Loans pursuant to this Section 2.2(a)(i). (ii) On the terms and subject to the conditions set forth herein, WCMA Lender agrees to make WCMA Loans from time to time as set forth herein in such amounts as Borrower Representative shall deliver may from time to Administrative Agent a Notice of Borrowing time request in accordance with respect the terms hereof, up to each proposed Revolving an aggregate outstanding amount not to exceed the WCMA Loan Borrowing (other than Revolving Limit. Within the foregoing limits, Borrower may borrow under this Section 2.2(a)(ii), may prepay or repay WCMA Loans made from time to time and may reborrow WCMA Loans pursuant to clause (iii) belowthis Section 2.2(a)(ii), the WCMA Agreement and WCMA Program. Borrower may request WCMA Loans by use of WCMA Checks, FTS, Visa® charges, wire transfers, or such Notice other means of Borrowing access to the WCMA Line of Credit as may be delivered no later than noon (Chicago permitted by WCMA Lender from time to time) two (2) Business Days prior to such proposed borrowing. Once given, a Notice ; it being understood that so long as the WCMA Line of Borrowing Credit shall be irrevocable and Borrowers in effect, any charge or debit to the WCMA Account which but for the WCMA Line of Credit would under the terms of the WCMA Agreement result in an overdraft, shall be bound thereby. deemed a request by Borrower Representative shall also deliver to Administrative Agent in connection with each such proposed Revolving Loan Borrowing for a Borrowing Base Certificate dated as of the Notice of Borrowing prepared with figures and information as of the close of business on the Business Day immediately preceding the date of such Borrowing Base CertificateWCMA Loan. (iii) Each If Borrower hereby authorizes requests that Revolving Lenders and make, or permit to remain outstanding, Revolving Loans in an aggregate principal amount in excess of the then existing Revolving Loan Limit, Administrative Agent may in its discretion (unless otherwise determined by Required Revolving Lenders) elect to make cause all Revolving Lenders to make, or permit to remain outstanding, such excess Revolving Loans based on telephonic notices made by any Person which Administrative Agent, in good faith, believes to be acting on behalf of Borrower Representative. Borrower Representative agrees to deliver to Administrative Agent a Notice of Borrowing in respect of each Revolving Loan requested by telephone no later than one Business Day following (such request. If the Notice of Borrowing differs in any respect from the action taken by Administrative Agent and Lenders, the records of Administrative Agent and the Lenders shall govern absent manifest error. Each Borrower further hereby authorizes Lenders and Administrative Agent to make excess Revolving Loans based on electronic notices made by any Person which Administrative Agent, in good faith, believes being referred to be acting on behalf of Borrower Representative, but only after Administrative Agent shall have established procedures acceptable to Administrative Agent for accepting electronic Notices of Borrowing, as indicated by Administrative Agent’s written confirmation thereof. (iv) Each Borrower and each “Overadvance Revolving Lender hereby authorizes Administrative Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, (x) as provided in Section 2.5(cLoans”), with respect to obligations arising under Support Agreements and/or Lender Letters of Credit, and (y) and interest, fees, expenses and other charges of any Borrower or Guarantor from time to time arising under this Agreement or any other Financing Document, provided, however, that Revolving Lenders shall not make, or permit to remain outstanding, (1a) Administrative Agent shall have no obligation at any time to make any Revolving Loans in excess of the Revolving Loan Commitment less the sum at such time of (i) the Swingline Loan Outstandings, (ii) the WCMA Loan Outstandings and (ii) the Letter of Credit Liabilities or (b) Overadvance Revolving Loans in excess of 10% of the Revolving Loan Commitment. If Overadvance Revolving Loans are made, or permitted to remain outstanding, pursuant to the provisions of the preceding sub-clause sentence, then (ya) clauses (i) and (2ii) Administrative Agent shall have no right to make of the definition of Revolving Loans Loan Limit and clauses (A) as provided in Section 2.5(c) for the account of any Revolving Lender that was a Non-Funding Revolving Lender at the time Administrative Agent executed a Support Agreement, or at the time of issuance of any Lender Letter of Credit, for which, in either case, reimbursement obligations have arisen pursuant to Section 2.5(cii) and (Biii) for the account of any then existing Non-Funding Revolving Lender to pay interest, fees, expenses and other charges of any Borrower or Guarantor (other than reimbursement obligations that have arisen pursuant to Section 2.5(c) in respect of Support Agreements executed or Lender Letters of Credit issued at the time any such Non-Funding Revolving Lender was not then a Non-Funding Revolving Lender). (v) The Borrowing Base shall be determined by Administrative Agent based on the most recent Borrowing Base Certificate delivered to Administrative Agent in accordance with this Agreement and such other information as may be available to Administrative Agent. Without limiting any other rights and remedies of Administrative Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Administrative Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Administrative Agent’s good faith credit judgment and discretion, consistent with Administrative Agent’s then current underwriting standards, practices and procedures for its loans to borrowers in the healthcare industry, such reserves are necessary, including to protect the Collateral or to protect against possible non-payment of Accounts for any reason by Account Debtors or possible diminution of the value definition of any Collateral or possible non-payment of any of the Obligations or for any taxes or customs duties or in respect of any state of facts which may constitute a Default or Event of Default. Administrative Agent maySwingline Loan Limit, at its optionrespectively, implement reserves by designating as ineligible a sufficient amount of Accounts which would otherwise shall each be Eligible Accounts, so as to reduce the Borrowing Base deemed increased by the amount of the intended reserves. such permitted Overadvance Revolving Loans, but only for so long as such Overadvance Revolving Loans are outstanding and (vib) Administrative Agentall Revolving Lenders shall be bound to make, in its discretion, may further adjust the Borrowing Base by applying percentages (known as “liquidity factors”) or permit to Eligible Accounts by payor class remain outstanding such Overadvance Revolving Loans based upon their Pro Rata Shares of the applicable Borrower’s actual recent collection history for each such payor class and such liquidity factors may be adjusted by Administrative Agent from time to time as Administrative Agent determines are warranted, Revolving Loan Commitment in each such case as Administrative Agent shall determine are appropriate in accordance with the exercise terms of its good faith credit judgment and discretion, consistent with Administrative Agent’s then current underwriting standards, practices and procedures for its loans to borrowers in the healthcare industrythis Agreement. (vii) Administrative Agent shall at all times have the right to request that any Notice of Borrowing delivered by Borrowers be signed by each entity constituting the Borrowers rather than by Borrower Representative only. Borrower Representative shall deliver a Borrowing Base Certificate to Administrative Agent no less often than every thirty (30) days even if Borrower Representative chooses not to deliver a Notice of Borrowing during such thirty-day (30) period.

Revolving Loans and Borrowings. (i) On the terms and subject to the conditions set forth herein, each Lender severally agrees to make Loans to Borrowers from time to time as set forth herein (each a “Revolving Loan”, and collectively, “Revolving Loans”) equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrower Representative hereunder, provided that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Within the foregoing limits, Borrowers each Borrower may borrow under this Section 2.2(a)(i), may prepay or repay Revolving Loans from time to time and may reborrow Revolving Loans pursuant to this Section 2.2(a)(i). (ii) If Borrower Representative shall deliver requests that Revolving Lenders make, or permit to remain outstanding, Revolving Loans in an aggregate principal amount in excess of the then existing Borrowing Base minus the sum of the then existing Swingline Loan Outstandings and the Letter of Credit Liabilities, Required Revolving Lenders may in their discretion elect to cause all Revolving Lenders to make, or permit to remain outstanding, such excess Revolving Loans (such excess Revolving Loans being referred to as “Overadvance Revolving Loans”), provided, however, that such Lenders may not at any time cause all Revolving Lenders to make, or permit to remain outstanding, (a) Revolving Loans in excess of the Revolving Loan Commitment less the sum at such time of (i) the Swingline Loan Outstandings and (ii) the Letter of Credit Liabilities or (b) Overadvance Revolving Loans in excess of $4,000,000. Absent the consent of all Lenders, Administrative Agent a Notice shall be required to demand the repayment of Borrowing with respect to each proposed Revolving Loan Borrowing (other than all Overadvance Revolving Loans made at least once every forty-five (45) days. Absent repayment of such Overadvance Loans, no additional Overadvance Loans will be permitted hereunder. If Overadvance Revolving Loans are made, or permitted to remain outstanding, pursuant to clause the preceding sentence, then (a) clauses (ii) and (iii) below), such Notice of Borrowing to be delivered no later than noon (Chicago time) two (2) Business Days prior to such proposed borrowing. Once given, a Notice the definitions of Borrowing shall be irrevocable and Borrowers shall be bound thereby. Borrower Representative shall also deliver to Administrative Agent in connection with each such proposed Revolving Loan Borrowing a Borrowing Base Certificate dated as of the Notice of Borrowing prepared with figures Limit and information as of the close of business on the Business Day immediately preceding the date of such Borrowing Base Certificate. (iii) Each Borrower hereby authorizes Lenders and Administrative Agent to make Revolving Loans based on telephonic notices made by any Person which Administrative AgentSwingline Loan Limit, in good faithrespectively, believes to shall each be acting on behalf of Borrower Representative. Borrower Representative agrees to deliver to Administrative Agent a Notice of Borrowing in respect of each Revolving Loan requested by telephone no later than one Business Day following such request. If the Notice of Borrowing differs in any respect from the action taken by Administrative Agent and Lenders, the records of Administrative Agent and the Lenders shall govern absent manifest error. Each Borrower further hereby authorizes Lenders and Administrative Agent to make Revolving Loans based on electronic notices made by any Person which Administrative Agent, in good faith, believes to be acting on behalf of Borrower Representative, but only after Administrative Agent shall have established procedures acceptable to Administrative Agent for accepting electronic Notices of Borrowing, as indicated by Administrative Agent’s written confirmation thereof. (iv) Each Borrower and each Revolving Lender hereby authorizes Administrative Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, (x) as provided in Section 2.5(c), with respect to obligations arising under Support Agreements and/or Lender Letters of Credit, and (y) and interest, fees, expenses and other charges of any Borrower or Guarantor from time to time arising under this Agreement or any other Financing Document, provided, that (1) Administrative Agent shall have no obligation at any time to make any Revolving Loan pursuant to the provisions of the preceding sub-clause (y) and (2) Administrative Agent shall have no right to make Revolving Loans (A) as provided in Section 2.5(c) for the account of any Revolving Lender that was a Non-Funding Revolving Lender at the time Administrative Agent executed a Support Agreement, or at the time of issuance of any Lender Letter of Credit, for which, in either case, reimbursement obligations have arisen pursuant to Section 2.5(c) and (B) for the account of any then existing Non-Funding Revolving Lender to pay interest, fees, expenses and other charges of any Borrower or Guarantor (other than reimbursement obligations that have arisen pursuant to Section 2.5(c) in respect of Support Agreements executed or Lender Letters of Credit issued at the time any such Non-Funding Revolving Lender was not then a Non-Funding Revolving Lender). (v) The Borrowing Base shall be determined by Administrative Agent based on the most recent Borrowing Base Certificate delivered to Administrative Agent in accordance with this Agreement and such other information as may be available to Administrative Agent. Without limiting any other rights and remedies of Administrative Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Administrative Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Administrative Agent’s good faith credit judgment and discretion, consistent with Administrative Agent’s then current underwriting standards, practices and procedures for its loans to borrowers in the healthcare industry, such reserves are necessary, including to protect the Collateral or to protect against possible non-payment of Accounts for any reason by Account Debtors or possible diminution of the value of any Collateral or possible non-payment of any of the Obligations or for any taxes or customs duties or in respect of any state of facts which may constitute a Default or Event of Default. Administrative Agent may, at its option, implement reserves by designating as ineligible a sufficient amount of Accounts which would otherwise be Eligible Accounts, so as to reduce the Borrowing Base deemed increased by the amount of the intended reserves. such permitted Overadvance Revolving Loans, but only for so long as Required Revolving Lenders allow such Overadvance Revolving Loans to be outstanding and (vib) Administrative Agentall Revolving Lenders shall be bound to make, in its discretion, may further adjust the Borrowing Base by applying percentages (known as “liquidity factors”) or permit to Eligible Accounts by payor class remain outstanding such Overadvance Revolving Loans based upon their Pro Rata Shares of the applicable Borrower’s actual recent collection history for each such payor class and such liquidity factors may be adjusted by Administrative Agent from time to time as Administrative Agent determines are warranted, Revolving Loan Commitment in each such case as Administrative Agent shall determine are appropriate in accordance with the exercise terms of its good faith credit judgment and discretion, consistent with Administrative Agent’s then current underwriting standards, practices and procedures for its loans to borrowers in the healthcare industrythis Agreement. (vii) Administrative Agent shall at all times have the right to request that any Notice of Borrowing delivered by Borrowers be signed by each entity constituting the Borrowers rather than by Borrower Representative only. Borrower Representative shall deliver a Borrowing Base Certificate to Administrative Agent no less often than every thirty (30) days even if Borrower Representative chooses not to deliver a Notice of Borrowing during such thirty-day (30) period.

Revolving Loans and Borrowings. (iA) Pursuant to the Original Credit Agreement, certain Existing Lenders thereunder extended Revolving Loan Commitments (as defined in the Original Credit Agreement) (the “Existing Revolving Commitments”). Each Revolving Lender that is an Existing Lender agrees to exchange its Existing Revolving Commitments for Revolving Loan Commitments hereunder in the amounts set forth opposite such Xxxxxx’s name on Annex A on a ratable basis based on the portion of such Existing Xxxxxx’s Existing Revolving Commitments on the Restatement Date that it exchanges for Revolving Loan Commitments hereunder on the Restatement Date. Notwithstanding anything to the contrary contained herein or in the Original Credit Agreement, all Revolving Loans (as defined under the Original Credit Agreement) (the “Existing Revolving Loans”) shall be prepaid in full in cash on the Restatement Date with the proceeds of the Term Loan A and no Revolving Loans shall be outstanding on the Restatement Date after giving effect to the Restatement. On and as of the Restatement Date, prior to giving effect to the Restatement, the principal balance of the Revolving Loans outstanding is $36,000,000. On the terms and subject to the conditions set forth hereinin Section 7.2, each Lender severally agrees to make Loans to Borrowers from time to time during the Revolving Loan Availability Period as set forth herein (each a “Revolving Loan”, and collectively, “Revolving Loans”) equal to such LenderXxxxxx’s Revolving Loan Commitment Percentage of revolving loans (“Revolving Loans Loans”) requested by Borrower Representative Borrowers hereunder, ; provided that after giving effect thereto, the Revolving Loan Outstandings of any Revolving Lender shall not exceed such Xxxxxx’s Pro Rata Share of the Revolving Loan LimitCommitment. Within the foregoing limits, Borrowers may borrow under this Section 2.2(a)(i2.1(c)(i), may prepay or repay Revolving Loans from time to time and may reborrow Revolving Loans pursuant to this Section 2.2(a)(i2.1(c)(i). (iiB) Borrower Representative shall deliver If Borrowers request that Revolving Lenders make, or permit to Administrative Agent a Notice remain outstanding, Revolving Loans in an aggregate principal amount in excess of Borrowing with respect to each proposed the then existing Revolving Loan Borrowing (other than Commitments minus the sum of the then existing Letter of Credit Liabilities, the Required Revolving Lenders may, in their sole discretion, elect to cause all Revolving Lenders to make, or permit to remain outstanding, such excess Revolving Loans made (such excess Revolving Loans being referred to as “Overadvance Revolving Loans”); provided that such Lenders may not at any time cause all Revolving Lenders to make, or permit to remain outstanding Overadvance Revolving Loans in excess of ten percent (10.0%) of the Revolving Loan Commitment. If Overadvance Revolving Loans are made, or permitted to remain outstanding, pursuant to clause the preceding sentence, then (iiia) below)the “Revolving Loan Commitment” shall be deemed increased by the amount of such permitted Overadvance Revolving Loans, but only for so long as Required Revolving Lenders allow such Notice of Borrowing Overadvance Revolving Loans to be delivered no later than noon outstanding, (Chicago timeb) two (2) Business Days prior to such proposed borrowing. Once given, a Notice of Borrowing shall be irrevocable and Borrowers all Revolving Lenders shall be bound thereby. Borrower Representative shall also deliver to Administrative Agent in connection with each make, or permit to remain outstanding such proposed Revolving Loan Borrowing a Borrowing Base Certificate dated as of the Notice of Borrowing prepared with figures and information as of the close of business on the Business Day immediately preceding the date of such Borrowing Base Certificate. (iii) Each Borrower hereby authorizes Lenders and Administrative Agent to make Overadvance Revolving Loans based on telephonic notices made by any Person which Administrative Agent, in good faith, believes to be acting on behalf upon their Pro Rata Shares of Borrower Representative. Borrower Representative agrees to deliver to Administrative Agent a Notice of Borrowing in respect of each the Revolving Loan requested by telephone no later than one Business Day following such request. If Commitment in accordance with the Notice terms of Borrowing differs in any respect from the action taken by Administrative Agent and Lenders, the records of Administrative Agent and the Lenders shall govern absent manifest error. Each Borrower further hereby authorizes Lenders and Administrative Agent to make Revolving Loans based on electronic notices made by any Person which Administrative Agent, in good faith, believes to be acting on behalf of Borrower Representative, but only after Administrative Agent shall have established procedures acceptable to Administrative Agent for accepting electronic Notices of Borrowing, as indicated by Administrative Agent’s written confirmation thereof. (iv) Each Borrower and each Revolving Lender hereby authorizes Administrative Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, (x) as provided in Section 2.5(c), with respect to obligations arising under Support Agreements and/or Lender Letters of Credit, this Agreement and (yc) and interestno breach, fees, expenses and other charges Default or Event of any Borrower or Guarantor from time to time arising Default shall exist under this Agreement or any other Financing Document, provided, that (1) Administrative Agent shall have no obligation at any time to make any Revolving Loan pursuant to the provisions of the preceding sub-clause (y) and (2) Administrative Agent shall have no right to make Credit Documents as a result of such Overadvance Revolving Loans (A) as provided in Section 2.5(c) for the account of any Revolving Lender that was a Non-Funding Revolving Lender at the time Administrative Agent executed a Support Agreement, or at the time of issuance of any Lender Letter of Credit, for which, in either case, reimbursement obligations have arisen pursuant to Section 2.5(c) and (B) for the account of any then existing Non-Funding Revolving Lender to pay interest, fees, expenses and other charges of any Borrower or Guarantor (other than reimbursement obligations that have arisen pursuant to Section 2.5(c) in respect of Support Agreements executed or Lender Letters of Credit issued at the time any such Non-Funding Revolving Lender was not then a Non-Funding Revolving Lender)Loans. (v) The Borrowing Base shall be determined by Administrative Agent based on the most recent Borrowing Base Certificate delivered to Administrative Agent in accordance with this Agreement and such other information as may be available to Administrative Agent. Without limiting any other rights and remedies of Administrative Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Administrative Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Administrative Agent’s good faith credit judgment and discretion, consistent with Administrative Agent’s then current underwriting standards, practices and procedures for its loans to borrowers in the healthcare industry, such reserves are necessary, including to protect the Collateral or to protect against possible non-payment of Accounts for any reason by Account Debtors or possible diminution of the value of any Collateral or possible non-payment of any of the Obligations or for any taxes or customs duties or in respect of any state of facts which may constitute a Default or Event of Default. Administrative Agent may, at its option, implement reserves by designating as ineligible a sufficient amount of Accounts which would otherwise be Eligible Accounts, so as to reduce the Borrowing Base by the amount of the intended reserves. (vi) Administrative Agent, in its discretion, may further adjust the Borrowing Base by applying percentages (known as “liquidity factors”) to Eligible Accounts by payor class based upon the applicable Borrower’s actual recent collection history for each such payor class and such liquidity factors may be adjusted by Administrative Agent from time to time as Administrative Agent determines are warranted, in each such case as Administrative Agent shall determine are appropriate in the exercise of its good faith credit judgment and discretion, consistent with Administrative Agent’s then current underwriting standards, practices and procedures for its loans to borrowers in the healthcare industry. (vii) Administrative Agent shall at all times have the right to request that any Notice of Borrowing delivered by Borrowers be signed by each entity constituting the Borrowers rather than by Borrower Representative only. Borrower Representative shall deliver a Borrowing Base Certificate to Administrative Agent no less often than every thirty (30) days even if Borrower Representative chooses not to deliver a Notice of Borrowing during such thirty-day (30) period.

Revolving Loans and Borrowings. (i) On the terms and subject to the conditions set forth herein, each Lender severally agrees to make Loans to Borrowers from time to time as set forth herein (each a “Revolving Loan”, and collectively, “Revolving Loans”) equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrower Representative Borrowers hereunder, provided provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Within the foregoing limits, Borrowers may borrow under this Section 2.2(a)(i), may prepay or repay Revolving Loans from time to time and may reborrow Revolving Loans pursuant to this Section 2.2(a)(i). (ii) Borrower Representative shall deliver to Administrative Agent a Notice of Borrowing with respect to each proposed Revolving Loan Borrowing (other than Revolving Loans made pursuant to clause (iii) below)Borrowing, such Notice of Borrowing to be delivered no later than noon 1:00 P.M. (Chicago timeEastern Time) two (2) Business Days prior to such proposed borrowing. Once given, a Notice of Borrowing shall be irrevocable and Borrowers shall be bound thereby. Borrower Representative shall also deliver to Administrative Agent in connection with each such proposed Revolving Loan Borrowing a Borrowing Base Certificate dated as of the Notice of Borrowing prepared with figures and information as of the close of business on the Business Day immediately preceding the date of such Borrowing Base Certificate. proposed borrowing (iii) Each Borrower hereby authorizes Lenders and Administrative Agent to make Revolving Loans based on telephonic notices made by any Person which Administrative Agentor, in good faithif Borrowers are requesting LIBOR Loans, believes to be acting on behalf of Borrower Representative. Borrower Representative agrees to deliver to Administrative Agent a Notice of Borrowing in respect of each Revolving Loan requested by telephone no not later than one Business Day following such requestthe LIBOR Deadline). If the Notice of Borrowing differs in any respect from the action taken by Administrative Agent and Lenders, the records of Administrative Agent and the Lenders shall govern absent manifest error. Each Borrower further hereby authorizes Lenders and Administrative Agent to make Revolving Loans based on electronic notices made by any Person which Administrative Agent, in good faith, believes to be acting on behalf of Borrower Representative, but only after Administrative Agent shall have established procedures acceptable to Administrative Agent for accepting electronic Notices of Borrowing, as indicated by Administrative Agent’s written confirmation thereof. (iv) Each Borrower and each Revolving Lender hereby authorizes Administrative Agent to make Revolving Loans on behalf of Revolving Lenders, at any Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. time in its sole discretion, (xA) as provided in Section 2.5(c), with respect to obligations arising under Support Agreements and/or Lender Letters of Credit, and (yB) to pay principal owing in respect of the Loans and interest, fees, expenses and other charges of payable by any Borrower or Guarantor Credit Party from time to time arising under this Agreement or any other Financing Document, provided, that (1) Administrative Agent shall have no obligation at any time to make any Revolving Loan pursuant to the provisions of the preceding sub-clause (y) and (2) Administrative Agent shall have no right to make Revolving Loans (A) as provided in Section 2.5(c) for the account of any Revolving Lender that was a Non-Funding Revolving Lender at the time Administrative Agent executed a Support Agreement, or at the time of issuance of any Lender Letter of Credit, for which, in either case, reimbursement obligations have arisen pursuant to Section 2.5(c) and (B) for the account of any then existing Non-Funding Revolving Lender to pay interest, fees, expenses and other charges of any Borrower or Guarantor (other than reimbursement obligations that have arisen pursuant to Section 2.5(c) in respect of Support Agreements executed or Lender Letters of Credit issued at the time any such Non-Funding Revolving Lender was not then a Non-Funding Revolving Lender). (v) . The Borrowing Base shall be determined by Administrative Agent based on the most recent Borrowing Base Certificate delivered to Administrative Agent in accordance with this Agreement and such other information as may be available to Administrative Agent. Without limiting any other rights and remedies of Administrative Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Administrative Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Administrative Agent’s good faith credit judgment and discretion, consistent with Administrative Agent’s then current underwriting standards, practices and procedures for its loans to borrowers in the healthcare industry, such reserves are necessary, including to protect the Collateral or to protect against possible non-payment of Accounts for any reason by Account Debtors or possible diminution of the value of any Collateral or possible non-payment of any of the Obligations or for any taxes or customs duties or in respect of any state of facts which may constitute a Default or Event of Default. Administrative Agent may, at its option, implement reserves by designating as ineligible a sufficient amount of Accounts which would otherwise be Eligible Accounts, so as to reduce the Borrowing Base by the amount of the intended reserves. (vi) Administrative Agent, in its discretion, may further shall adjust the Borrowing Base by applying percentages to limit the portion thereof relating to the Orderly Value of Eligible Inventory to not more than forty percent (known as “liquidity factors”40%) of the Borrowing Base at all times. Notwithstanding anything to Eligible Accounts by payor class based upon the applicable Borrower’s actual recent collection history for each such payor class and such liquidity factors may be adjusted by Administrative Agent from time to time as Administrative Agent determines are warrantedcontrary set forth in this Section 2.1(b), in each such case as Administrative Agent shall determine are appropriate if Borrowers request a LIBOR Loan in the exercise of its good faith credit judgment and discretion, consistent with Administrative Agent’s then current underwriting standards, practices and procedures for its loans to borrowers in the healthcare industry. (vii) Administrative Agent shall at all times have the right to request that any Notice of Borrowing delivered by Borrowing, Borrowers be signed by each entity constituting also shall have satisfied the Borrowers rather than by Borrower Representative only. Borrower Representative shall deliver a Borrowing Base Certificate conditions set forth in Section 2.1(b)(iv) with respect to Administrative Agent no less often than every thirty (30) days even if Borrower Representative chooses not to deliver a Notice the funding of Borrowing during such thirty-day (30) periodLIBOR Loans.

Revolving Loans and Borrowings. (i) On the terms and subject to the conditions set forth herein, each Lender severally agrees to make Loans loans to Borrowers from time to time as set forth herein (each a “Revolving Loan”, and collectively, “Revolving Loans”) equal to such LenderXxxxxx’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrower Representative Borrowers hereunder; provided, provided however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Within the foregoing limits, Borrowers may borrow under this Section 2.2(a)(i), may prepay or repay Revolving Loans from time to time and may reborrow Revolving Loans pursuant to this Section 2.2(a)(i). (ii) Borrower Representative shall deliver to Administrative Agent a Notice of Borrowing with respect to each proposed borrowing of a Revolving Loan Borrowing (other than Revolving Loans made pursuant to clause (iii) below)Loan, such Notice of Borrowing to be delivered no later than noon (Chicago time) before 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing. Once givenborrowing (provided, a Notice of Borrowing shall be irrevocable and Borrowers shall be bound thereby. Borrower Representative shall also deliver to Administrative Agent in connection with each such proposed Revolving Loan Borrowing a Borrowing Base Certificate dated as of that the Notice of Borrowing prepared with figures and information as of respect to Loans made on the close of business Closing Date may be delivered on the Business Day immediately preceding prior to the date of such Borrowing Base Certificate. (iii) Each Borrower hereby authorizes Lenders and Administrative Agent to make Revolving Loans based on telephonic notices made by any Person which Administrative Agent, in good faith, believes to be acting on behalf of Borrower RepresentativeClosing Date). Borrower Representative agrees to deliver to Administrative Agent a Notice of Borrowing in respect of each Revolving Loan requested by telephone no later than one Business Day following such request. If the Notice of Borrowing differs in any respect from the action taken by Administrative Agent and Lenders, the records of Administrative Agent and the Lenders shall govern absent manifest error. Each Borrower further hereby authorizes Lenders and Administrative Agent to make Revolving Loans based on electronic notices made by any Person which Administrative Agent, in good faith, believes to be acting on behalf of Borrower Representative, but only after Administrative Agent shall have established procedures acceptable to Administrative Agent for accepting electronic Notices of Borrowing, as indicated by Administrative Agent’s written confirmation thereof. (iv) Each Borrower and each Revolving Lender hereby authorizes Administrative Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, (x) as provided to pay principal owing in Section 2.5(c), with respect to obligations arising under Support Agreements and/or Lender Letters of Credit, and (y) the Revolving Loans and interest, fees, expenses and other charges payable by any Credit Party in respect of any Borrower or Guarantor the Revolving Loans from time to time arising under this Agreement or any other Financing Document, provided, Document (it being understood that (1) Administrative Agent shall have no obligation at any time not be entitled to make any Revolving Loan pursuant to the provisions of the preceding sub-clause (y) and (2) Administrative Agent shall have no right to make discretionary Revolving Loans (A) as provided in Section 2.5(c) for the account of any Revolving Lender that was a Non-Funding Revolving Lender at the time Administrative Agent executed a Support Agreement, or at the time of issuance of any Lender Letter of Credit, for which, in either case, reimbursement obligations have arisen pursuant to Section 2.5(c) and (B) for the account of any then existing Non-Funding Revolving Lender to pay interest, fees, expenses any amounts due and other charges of any Borrower owing under or Guarantor (other than reimbursement obligations that have arisen pursuant to Section 2.5(c) in respect of Support Agreements executed or Lender Letters of Credit issued at the time any such Non-Funding Revolving Lender was not then a Non-Funding Revolving LenderTerm Loans). (v) . The Borrowing Base shall be determined by Administrative Agent based on the most recent Borrowing Base Certificate delivered to Administrative Agent in accordance with this Agreement (absent manifest error) and such other information as may be available to Administrative Agent. Without limiting any other rights and remedies of Administrative Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Administrative Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Administrative Agent’s good faith credit judgment and discretion, consistent with Administrative Agent’s then current underwriting standards, practices and procedures for its loans to borrowers in the healthcare industryPermitted Discretion, such reserves are necessary, including to protect necessary (and absent the Collateral or to protect against possible non-payment occurrence and continuance of Accounts for any reason by Account Debtors or possible diminution of the value of any Collateral or possible non-payment of any of the Obligations or for any taxes or customs duties or in respect of any state of facts which may constitute a Default or an Event of Default. Administrative Agent may, at its option, implement reserves by designating as ineligible a sufficient amount upon not less than three (3) Business Days’ prior written notice of Accounts which would otherwise be Eligible Accounts, so as such reserve to reduce the Borrowing Base by the amount of the intended reservesBorrower Representative). (vi) Administrative Agent, in its discretion, may further adjust the Borrowing Base by applying percentages (known as “liquidity factors”) to Eligible Accounts by payor class based upon the applicable Borrower’s actual recent collection history for each such payor class and such liquidity factors may be adjusted by Administrative Agent from time to time as Administrative Agent determines are warranted, in each such case as Administrative Agent shall determine are appropriate in the exercise of its good faith credit judgment and discretion, consistent with Administrative Agent’s then current underwriting standards, practices and procedures for its loans to borrowers in the healthcare industry. (vii) Administrative Agent shall at all times have the right to request that any Notice of Borrowing delivered by Borrowers be signed by each entity constituting the Borrowers rather than by Borrower Representative only. Borrower Representative shall deliver a Borrowing Base Certificate to Administrative Agent no less often than every thirty (30) days even if Borrower Representative chooses not to deliver a Notice of Borrowing during such thirty-day (30) period.