Commitments. The aggregate amount of each Tranche A Lender’s Pro Rata Share of the Tranche A Revolving Loans, Swing Line Loans and Letter of Credit Accommodations shall not exceed the amount of such Lender’s Tranche A Commitment, as the same may from time to time be amended in accordance with the provisions hereof. The aggregate amount of each Tranche A-1 Lender’s Pro Rata Share of the Tranche A-1 Revolving Loans shall not exceed the amount of such Lender’s Tranche A-1 Commitment, as the same may from time to time be amended in accordance with the provisions hereof.

Commitments. [Annex I] attached to the Credit Agreement is hereby deleted in its entirety and replaced with [Annex I] to Credit Agreement appended to this Second Amendment as Exhibit A.

Subject to and upon the terms and conditions herein set forth, each Lender having a Senior Interim Loan Commitment severally agrees to make a loan or loans (each a “Senior Interim Loan”) in a single draw on the Closing Date to the Borrower in Dollars, which Senior Interim Loans shall not exceed for any such Lender the Senior Interim Loan Commitment of such Lender and in the aggregate shall not exceed $330,000,000.

Assignments. Permitted Assignments. Any Lender may at any time assign to one or more banks or other entities (“Purchasers”), other than an Ineligible Institution, all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of [Exhibit D] or in such other form as may be agreed to by the parties thereto (each such agreement, an “Assignment Agreement”). Each such assignment with respect to a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund shall, unless otherwise consented to in writing by the Administrative Agent and, so long as no Default has occurred and is continuing, the Company (provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof) # in the case of any assignment of any Revolving Loan Commitment or Revolving Credit Obligations, either be in an amount equal to the entire applicable Revolving Loan Commitment and Revolving Credit Obligations of the assigning Lender or (unless each of the Administrative Agent and, if no Default has occurred and is continuing, the Company otherwise consents) be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof or # in the case of any assignment of any Term Loan Commitment or Term Loan, either be in an amount equal to the entire applicable Term Loan Commitment or the outstanding principal amount of the Term Loans of the assigning Lender or (unless each of the Administrative Agent and, if no Default has occurred and is continuing, the Company otherwise consents) be in an aggregate amount of $1,000,000 or an integral multiple of $1,000,000 in excess thereof. The amount of the assignment shall be based on the Revolving Loan Commitment and Revolving Credit Obligations or Term Loan Commitment and Term Loans subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the Assignment Agreement.

Assignments. In addition to the assignments permitted by [Section 11.3(a)], each [[Organization A:Organization]] may, with the prior written consent of the Borrowers, the Issuing Lenders and the Administrative Agent (provided that no consent of the Borrowers shall be required for an assignment to a [[Organization A:Organization]], an Affiliate of a [[Organization A:Organization]] or an Approved Fund or during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign all or a portion of its rights and obligations hereunder pursuant to an assignment agreement substantially in the form of [Exhibit 11.3] to one or more Eligible Assignees; provided that the Borrowers shall be deemed to have consented to any such assignment unless the Borrowers shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; and provided further that # any such assignment shall be in a minimum aggregate amount of $5,000,000 of the Commitments and in integral multiples of $1,000,000 above such amount (or the remaining amount of Commitments held by such [[Organization A:Organization]]) unless the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent, # each such assignment shall be of a constant, not varying, percentage of all of the assigning [[Organization A:Organization]]’s rights and obligations under the Commitment being assigned and # the assignee, if it shall not be a [[Organization A:Organization]], shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Persons to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their related parties or

Section # Assignments and Reallocations of Commitments; Adjustments to Credit Exposures.

Revolver Commitments. The Revolver Commitments shall terminate on the Maturity Date or earlier termination thereof pursuant to the terms of this Agreement. Borrowers may reduce the Revolver Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of # the Revolver Usage as of such date, plus # the principal amount of all Revolving Loans not yet made as to which a request has been given by Borrowers under [Section 2.3(a)], plus # the amount of all Letters of Credit not yet issued as to which a request has been given by Borrowers pursuant to [Section 2.11(a)]. Each such reduction shall be in an amount of $5,000,000 or a greater integral multiple of $1,000,000, shall not cause or result in the Revolver Commitments being less than $500,000,000 (unless the Revolver Commitments are being reduced to zero), shall be made by providing not less than ten days prior written notice to Agent, and shall be irrevocable. The Revolver Commitments, once reduced, may not be increased. Each such reduction of the Revolver Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its ratable share thereof. In connection with any reduction in the Revolver Commitments before the Maturity Date, if any Loan Party or any of its Restricted Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board.

Takeout Commitments. With respect to any Takeout Commitment with an Agency, if applicable, # with respect to the wire transfer instructions as set forth in Freddie Mac Form 987 (Wire Transfer Authorization for a Cash Warehouse Delivery) such wire transfer instructions are identical to [[Organization B:Organization]]’s wire instructions or the [[Organization B:Organization]] has approved such wire transfer instructions in writing in its sole discretion, or # the Payee Number set forth on Fannie Mae Form 1068 (Fixed-Rate, Graduated-Payment, or Growing-Equity Mortgage Loan Schedule) or Fannie Mae Form 1069 (Adjustable-Rate Mortgage Loan Schedule), as applicable, is identical to the Payee Number that has been identified by [[Organization B:Organization]] in writing as [[Organization B:Organization]]’s Payee Number or the [[Organization B:Organization]] has approved the related Payee Number in writing in its sole discretion. With respect to any Takeout Commitment with an Agency for which the Agency is swapping the related Purchased Mortgage Loans for a mortgage backed security, the applicable Agency documents list [[Organization B:Organization]] or its designee as sole subscriber.

No Assignments. Seller has not consented to, and Seller has not been notified of, any assignment or other transfer by Medexus of the Sale Agreement or any of Medexus’ rights or obligations under the Sale Agreement. Medexus has not assigned or otherwise transferred the Sale Agreement or any of its rights or obligations under the Sale Agreement to any Person. Seller has not assigned or otherwise transferred, in whole or in part, the Sale Agreement or any of Seller’s right, title or interest in and to the Purchased Receivables.

NO ASSIGNMENTS. The rights and obligations under this Agreement shall not be assignable.