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Execution Version

Fourth Amended AND RESTATED RECEIVABLES SALE AGREEMENT

THIS FOURTH AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), dated as of October 28, 2015 is entered into by and between:

(1) Quest Diagnostics Incorporated, a Delaware corporation (“Quest Diagnostics”), Quest Diagnostics Nichols Institute, a California corporation, Quest Diagnostics Incorporated, a Michigan corporation, Quest Diagnostics Incorporated, a Maryland corporation, Quest Diagnostics LLC, a Connecticut limited liability company, Quest Diagnostics LLC, a Massachusetts limited liability company, Quest Diagnostics of Pennsylvania Inc., a Delaware corporation, MetWest Inc., a Delaware corporation, Quest Diagnostics LLC, an Illinois limited liability company, Quest Diagnostics Clinical Laboratories, Inc., a Delaware corporation, Unilab Corporation, a Delaware corporation (“Unilab”), Quest Diagnostics Nichols Institute, Inc., a Virginia corporation (“Quest-Nichols”), Quest Diagnostics Incorporated, a Nevada corporation (“Quest-Nevada”), LabOne, LLC, a Missouri limited liability company (“LabOne”), ExamOne World Wide, Inc., a Pennsylvania corporation (“ExamOne”), LabOne of Ohio, Inc., a Delaware corporation (“LabOne Ohio”), Specialty Laboratories, Inc., a California corporation (“Specialty”), Solstas Lab Partners Group, LLC, a North Carolina limited liability company (“Solstas Group”), Solstas Lab Partners, LLC, a Virginia limited liability company (“Solstas”), Summit Health, Inc., a Michigan corporation (“Summit”), Athena Diagnostics, Inc., a Delaware corporation (“Athena”), Focus Diagnostics Inc., a Delaware corporation (“Focus”), and MedPlus, Inc., an Ohio corporation (“MedPlus”), and each of the other direct or indirect, subsidiaries of Quest Diagnostics who hereafter becomes a party hereto by executing a joinder agreement in the form of Exhibit D hereto (each, a “Joinder Agreement”), as sellers, and

(2) Quest Diagnostics Receivables Inc., a Delaware corporation, as purchaser (the “Buyer”),

and amends and restates in its entirety that certain Third Amended and Restated Receivables Sale Agreement, dated as of December 12, 2008, by and among the parties hereto other than Solstas Group, Solstas, Summit, Athena, Focus and MedPlus (as heretofore amended and restated from time to time, the “Existing Agreement”).

Unless otherwise indicated, capitalized terms used in this Agreement are defined in Annex A hereto or, if not defined therein, in that certain Fifth Amended and Restated Credit and Security Agreement dated as of October 28, 2015, by and among the Buyer, as borrower, Quest Diagnostics, as initial servicer, the Lenders and Co-Agents from time to time party thereto, PNC Bank National Association, as LC Issuer, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, as amended, supplemented, restated, joined or otherwise modified from time to time in accordance with the terms thereof (the “Credit and Security Agreement”).

W I T N E S S E T H :

WHEREAS, Quest Diagnostics owns, directly or indirectly all or substantially all of the issued and outstanding Equity Interests of each of the other Sellers;

WHEREAS, the Buyer is a limited purpose corporation, all of the issued and outstanding Equity Interests of which are owned by Quest Diagnostics;

WHEREAS, Quest Diagnostics contributed to the Buyer’s capital all of its Receivables in existence as of the Initial Cut-Off Date, together with all Related Assets associated therewith;

WHEREAS, the Sellers desire to sell Private Receivables and the Related Assets with respect thereto and Participation Interests in Specified Government Receivables and the Related Assets with respect thereto, in each case owned from time to time by the Sellers to the Buyer, and the Buyer is willing, on the terms and subject to the conditions set forth herein, to purchase such Private Receivables, Participation Interests and Related Assets from the Sellers;

WHEREAS, the Buyer has pledged the Private Receivables, the Participation Interests and the Related Assets received from the Sellers hereunder to secure its Obligations under the Credit and Security Agreement, including, without limitation, its obligations to repay Loans made and draws under Letters of Credit issued thereunder; and

WHEREAS, at the request of the Buyer and its assigns, Quest Diagnostics has agreed to continue to act as Servicer for the Private Receivables and to act as Servicer for the Specified Government Receivables subject to Participation Interests, although Quest Diagnostics has informed the Buyer and its assigns that it may, subject to their approval and to satisfaction of the Rating Agency Condition, if required, transfer that function to an Affiliate;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.
AMOUNTS AND TERMS OF THE PURCHASES

Section 1.1      [Reserved].

Section 1.2      Purchases of Private Receivables and Participation Interests.

(a) Effective on the Applicable Closing Date for each Seller that has not already sold or contributed Private Receivables and Related Assets or Participation Interests and Related Assets under the Previous Agreements (including by operation of Section 1.1 of the Existing Agreement), in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, each such Seller does hereby sell, assign, transfer, set-over and otherwise convey to the Buyer, without recourse (except to the extent expressly provided herein), and the Buyer does hereby purchase from

such Seller, all of such Seller’s right, title and interest in and to such Seller’s Initial Private Receivables and all Related Assets with respect thereto and such Seller’s Initial Participation Interests and all Related Assets with respect thereto.

(b) Effective on each Business Day after each Seller’s Applicable Closing Date and prior to the Sale Termination Date, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, such Seller does hereby sell, assign, transfer, set-over and otherwise convey to the Buyer, without recourse (except to the extent expressly provided herein), and the Buyer does hereby purchase from such Seller, all of such Seller’s right, title and interest in and to such Seller’s Additional Private Receivables and all Related Assets with respect thereto and such Seller’s Additional Participation Interests and all Related Assets with respect thereto.

(c) It is the intention of the parties hereto that each conveyance of Private Receivables and Participation Interests made under this Agreement shall constitute an outright “sale of accounts” (as such terms are used in Article 9 of the UCC) or other absolute transfer, which is absolute and irrevocable and shall provide the Buyer with the full benefits of ownership of the Private Receivables, Participation Interests and the associated Related Assets. Except for the Purchase Price Credits owed pursuant to Section 1.4, each conveyance of Private Receivables and Participation Interests hereunder is made without recourse to the applicable Seller; provided, however, that (i) each Seller shall be liable to the Buyer for all representations, warranties, covenants and indemnities made by such Seller pursuant to the terms of the Transaction Documents to which such Seller is a party, and (ii) such conveyance does not constitute and is not intended to result in an assumption by the Buyer or any assignee thereof of any obligation of such Seller or any other Person arising in connection with the Participation Interests, the Private Receivables, the related Contracts, and/or other Related Assets or any other obligations of such Seller. In view of the intention of the parties hereto that the conveyances of Private Receivables and Participation Interests made hereunder shall constitute outright sales of such Private Receivables and Participation Interests rather than loans secured thereby, each Seller agrees that it will, on or prior to its Applicable Closing Date, mark its master data processing records relating to its Receivables with the following legend (or the substantive equivalent thereof):

“THE RECEIVABLES DESCRIBED HEREIN, TOGETHER WITH CERTAIN RELATED ASSETS, ARE EITHER THE PROPERTY OF Quest Diagnostics Receivables Inc. OR SUBJECT TO RIGHTS OF QUEST DIAGNOSTICS RECEIVABLES INC.”

Upon the request of the Buyer or the Administrative Agent, each Seller will file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of the Buyer’s ownership interest in the Private Receivables, the Participation Interests and the respective Related Assets or as the Buyer or the Administrative Agent may reasonably request.

(d) Nothing herein shall be deemed to preclude Quest Diagnostics from contributing to the Buyer’s capital, in lieu of selling, Private Receivables and Participation Interests in Specified Government Receivables, in each case originated by Quest Diagnostics together with the Related Assets associated therewith, and any such contribution is made with the intention that each such contribution, if any, will be made with the same intentions as are set forth in Section 1.2(c) above. No Purchase Price shall be payable in respect of any contributed Private Receivable, Participation Interest or its respective associated Related Assets.

(e) Following each sale or contribution of a Participation Interest in a Specified Government Receivable, each Seller hereby agrees to hold such Government Receivable and any Related Assets and proceeds with respect thereto for the benefit of the Buyer; provided that no Seller shall take any action in contravention of any law, rule or regulation applicable to such Specified Government Receivable. It is understood and agreed that sales and contributions of Participation Interests in Specified Government Receivables shall not include any right to collect the proceeds of any Specified Government Receivable directly from the applicable Governmental Entity, except insofar as a court of competent jurisdiction shall order such Governmental Entity to make such payments directly to the Buyer or its assigns.

Section 1.3      Payment for the Purchases.

(a) The Purchase Price for each purchase of Initial Private Receivables and Related Assets from any Seller (other than Quest Diagnostics) and each purchase of Initial Participation Interests and Related Assets from any Seller (other than Quest Diagnostics) either has been paid pursuant to the Existing Agreements or shall be payable in full pursuant to this Agreement by the Buyer to such Seller on such Seller’s Applicable Closing Date in one or both of the following manners:

(i) by delivery of immediately available funds, to the extent of the Buyer’s Available Funds, and/or by arranging for the issuance of one or more Letters of Credit; and

(ii) solely to the extent such Available Funds and the face amount of the Letters of Credit arranged are insufficient to pay the full amount of Purchase Price then due and owing, by delivery of a Subordinated Note made by the Buyer to the applicable Seller (and making a notation of a Subordinated Loan thereunder), so long as the aggregate principal amount of Subordinated Loans outstanding at any one time under such Subordinated Notes does not exceed the lesser of (A) the remaining unpaid portion of such Purchase Price, and (B) the maximum Subordinated Loan that could be borrowed without rendering the Buyer’s net worth less than the amount required by Section 7.3(g) of the Credit and Security Agreement.

The Purchase Price for each purchase of Additional Private Receivables and Related Assets and each purchase of Additional Participation Interests and Related Assets shall be due and owing in full by the Buyer to the applicable Seller on the date of such purchase (except that the Buyer may, with respect to any such purchase, offset against such Purchase Price any amounts owed by such Seller to the Buyer hereunder and which have become due but remain unpaid) and shall be paid to such Seller in the manner provided in the following paragraphs (b), (c) and (d).

(b) With respect to any purchase of Additional Private Receivables and Related Assets from any Seller and any purchase of Additional Participation Interests and Related Assets from any Seller, the Buyer shall pay the Purchase Price therefor on the next subsequent Settlement Date in accordance with Section 1.3(d) and in one or more of the following manners:

(i) by delivery of immediately available funds, to the extent of the Buyer’s Available Funds, and/or by arranging for the issuance of one or more Letters of Credit; and

(ii) solely to the extent such Available Funds and the face amount of the Letters of Credit arranged are insufficient to pay the full amount of Purchase Price then due and

owing, by delivery of a Subordinated Note made by the Buyer to the applicable Seller (or by increasing the aggregate outstanding principal amount outstanding thereunder), so long as the aggregate principal amount of Subordinated Loans outstanding at any one time under such Subordinated Note does not exceed the lesser of (A) the remaining unpaid portion of such Purchase Price, and (B) the maximum Subordinated Loan that could be borrowed without rendering the Buyer’s net worth less than the amount required by Section 7.3(g) of the Credit and Security Agreement.

Subject to the limitations set forth in Section 1.3(a)(ii) and Section 1.3(b)(ii), each of the Sellers irrevocably agrees to advance each Subordinated Loan requested by the Buyer on or prior to such Seller’s Sale Termination Date. The Subordinated Loans owing to each Seller shall be evidenced by, and shall be payable in accordance with the terms and provisions, of its Subordinated Note and shall be payable solely from Available Funds. Each Seller is hereby authorized by the Buyer to endorse on the schedule attached to its Subordinated Note an appropriate notation evidencing the date and amount of each Subordinated Loan thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Buyer thereunder.

(c) On each Monthly Reporting Date after its Applicable Closing Date, each Seller shall (or shall require the Servicer to) deliver to the Buyer and the Administrative Agent a report in substantially the form of Exhibit A hereto (each such report being herein called a “Purchase Report”) with respect to the Private Receivables and Participation Interests sold by such Seller to the Buyer during the Settlement Period then most recently ended. Each such Purchase Report shall list the applicable Seller separately and shall specify, as applicable: (i) the Initial Private Receivables, Additional Private Receivables, Initial Participation Interests and/or Additional Participation Interests sold by such Seller during the Settlement Period then most recently ended, (ii) the amount of the Private Receivables described in the foregoing clause (i) that were Eligible Receivables on the date they were acquired by the Buyer, and (iii) the amount of the Participation Interests described in the foregoing clause (i) that were Eligible Participation Interests on the date they were acquired by the Buyer.

(d) Although the Purchase Price for each purchase of Additional Private Receivables and Related Assets and purchase of Additional Participation Interests and Related Assets shall be due and payable in full by the Buyer to the applicable Seller on the date of such purchase, settlement of the Purchase Price between the Buyer and such Seller shall be effected on Settlement Dates with respect to all purchases within the same Settlement Period and based on the information contained in the Purchase Report delivered for such Settlement Period pursuant to Section 1.3(c). Although cash settlements shall be effected on Settlement Dates, increases or decreases in the Subordinated Loans shall be deemed to have occurred and shall be effective as of the last Business Day of the Settlement Period to which such settlement relates.

Section 1.4      Purchase Price Credit Adjustments. If as of the last day of any Settlement Period:

(a) the outstanding aggregate balance of the Net Private Receivables originated by any Seller and the Net Participation Interests as reflected in the preceding Purchase Report (net of any positive adjustments) has been reduced for any of the following reasons:

(i) as a result of any rejected services, any cash discount or any other adjustment by the applicable Seller or any Affiliate thereof (regardless of whether the same is treated by such Seller or Affiliate as a write-off), or as a result of any surcharge or other governmental or regulatory action, or

(ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or

(iii) on account of the obligation of the applicable Seller or any Affiliate thereof to pay to the related Obligor any rebate or refund, or

(iv) as a result of any Unpaid Net Balance of any Private Receivable or Participation Interest on the date of its sale or contribution proving to have been less on such date than the amount reflected on the applicable Purchase Report, or

(b) any of the representations or warranties of the applicable Seller set forth in Section 2.1(d), (k) or (m) was not true when made with respect to any Private Receivable originated by it or any Participation Interest in any Specified Government Receivable originated by it, or any of the representations or warranties of the applicable Seller set forth in Section 2.1(m) is no longer true with respect to any Private Receivable or any Participation Interest in any Specified Government Receivable originated by it,

then, in such event, the Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable hereunder equal to (A) the amount of such reduction, cancellation or overstatement, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Unpaid Net Balance of such Receivable in the case of the preceding clause (b). If such Purchase Price Credit exceeds the original Unpaid Net Balance of the Private Receivables and Participation Interests to be sold by the applicable Seller on the date of a purchase, then the applicable Seller shall pay the remaining amount of such Purchase Price Credit in cash not later than the next Settlement Date; provided that if such Seller’s Sale Termination Date has not occurred, such Seller shall be allowed to deduct the remaining amount of such Purchase Price Credit from any Indebtedness owed to it under its Subordinated Note.

Section 1.5      Payments and Computations, Etc. All amounts to be paid or deposited by the Buyer hereunder shall be paid or deposited in accordance with the terms hereof on the day when due in immediately available funds to the account of the applicable Seller designated from time to time by such Seller or as otherwise directed by such Seller. In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, interest on the past due amount at the Default Rate until paid in full; provided, however, that such interest shall not at any time exceed the maximum rate permitted by applicable law. All computations of interest payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.

Section 1.6      Transfer of Records.

(a) In connection with the purchases of Private Receivables and Participation Interests hereunder, each Seller hereby sells, transfers, assigns and otherwise conveys to the Buyer all of such

Seller’s right and title to and interest in the Records relating to all Private Receivables and the Specified Government Receivables the subject of Participation Interests sold hereunder, without the need for any further documentation in connection with any purchase. In connection with such transfer, each Seller hereby grants to each of the Buyer, the Administrative Agent and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Seller to account for its Receivables, to the extent necessary to administer such Receivables following replacement of Quest Diagnostics (or any of its Affiliates) as the Servicer, whether such software is owned by such Seller or is owned by others and used by such Seller under license agreements with respect thereto, provided that should the consent of any licensor of such Seller to such grant of the license described herein be required, such Seller hereby agrees that upon the request of the Buyer, the Servicer or the Administrative Agent, such Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.

(b) Each Seller (i) shall take such action requested by the Buyer and/or the Administrative Agent, from time to time hereafter, that may be necessary or reasonably appropriate to ensure that the Buyer has an enforceable ownership interest in the Records relating to the Private Receivables and the Specified Government Receivables the subject of Participation Interests purchased from such Seller hereunder, and (ii) shall use its reasonable efforts to ensure that the Buyer and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Records.

Section 1.7      Characterization; Granting Clause.

(a) If, notwithstanding the intention of the parties expressed in Section 1.2(c), any sale by any of the Sellers to the Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale of Private Receivables and Participation Interests hereunder shall constitute a true sale thereof, each of the Sellers hereby grants to the Buyer a duly perfected security interest in all of such Seller’s right, title and interest in, to and under all of such Seller’s Private Receivables and Participation Interests now existing and hereafter arising, and in all Related Assets with respect thereto, which security interest shall be prior to all other Liens thereto. After the occurrence of a Seller’s Sale Termination Event, the Buyer and its assigns shall have as against the applicable Seller, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative.

(b) Each Seller hereby covenants and agrees to do all things necessary under each of its Contracts to facilitate collection of the Receivables arising thereunder by the Buyer and its assigns.

Section 1.8      Letters of Credit. Each of the Originators hereby appoints Quest Diagnostics as its payment agent (in such capacity, together with its successors in such capacity, the “Payment Agent”), and Quest Diagnostics hereby accepts such appointment and agrees to act as the Payment Agent in accordance with the terms of this Section. In the event that a Letter of Credit expires or is terminated and has not been drawn, the Buyer hereby agrees to pay to the Payment Agent, for the account of the Originator(s) specified by the Payment Agent, by delivery of immediately available funds to the extent of its Available Funds and/or by making a notation of a Subordinated Loan or Subordinated Loans to such Originator(s) as the Payment Agent may specify, in an aggregate amount equal to the face

amount of the expired or terminated Letter of Credit. The Payment Agent shall have no liability to the Originators except for losses determined by a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of the Payment Agent.

ARTICLE II.
REPRESENTATIONS AND WARRANTIES

Section 2.1       Representations of the Sellers. In order to induce the Buyer to enter into this Agreement and to make purchases and accept the contributions hereunder, each Seller hereby makes the following representations and warranties, as to itself, as of the date of each sale or contribution by it hereunder:

(a)       Ownership of such Seller. Quest Diagnostics owns, directly or indirectly, all or substantially all of the issued and outstanding Equity Interests of each of the other Sellers, and all of such Equity Interests are fully paid and non-assessable.

(b)       Existence; Due Qualification; Permits. Such Seller: (i) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (ii) has all requisite corporate or other power and authority, and has all governmental licenses, authorizations, consents and approvals necessary to own its Property and carry on its business as now being conducted; (iii) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary; and (iv) is in compliance with all Requirements of Law, except, in the case of clauses (i), (ii), (iii) and (iv) where the failure thereof individually or in the aggregate could not reasonably be expected to have a Seller Material Adverse Effect. Such Seller holds all governmental permits, licenses, authorizations, consents and approvals necessary for such Seller to own, lease, and operate its Properties and to operate its businesses as now being conducted (collectively, the “Permits”), except for Permits the failure of which to obtain would not have a Seller Material Adverse Effect. None of the Permits has been modified in any way that is reasonably likely to have a Seller Material Adverse Effect. All Permits are in full force and effect except where the failure to be in full force and effect would not have a Seller Material Adverse Effect.

(c)       Action. Such Seller has all necessary corporate or other entity power, authority and legal right to execute, deliver and perform its obligations under each Transaction Document to which it is a party and to consummate the transactions herein and therein contemplated; the execution, delivery and performance by such Seller of each Transaction Document to which it is a party and the consummation of the transactions herein and therein contemplated have been duly authorized by all necessary corporate or other entity action on its part; and this Agreement has been duly and validly executed and delivered by such Seller and constitutes, and each of the other Transaction Documents to which it is a party when executed and delivered by such Seller will constitute, its legal, valid and binding obligation, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of general applicability from time to time in effect affecting the enforcement of creditors’ rights and remedies and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(d)       Title to Receivables; Valid Security Interest. Each such Private Receivable originated by such Seller and each such Participation Interest has been transferred to the Buyer free and clear of any Lien except as created hereby or by the other Transaction Documents. Without limiting the

foregoing, such Seller has delivered to the Administrative Agent (as the Buyer’s assignee) in form suitable for filing all financing statements or other similar instruments or documents necessary under the UCC of all appropriate jurisdictions to perfect the Buyer’s ownership interest in such Private Receivable and Participation Interest and the Administrative Agent’s collateral assignment thereof. This Agreement creates a valid security interest in each such Private Receivable and its Related Assets and such Participation Interest and Related Assets in favor of the Buyer, and, upon filing of the financing statements described in the preceding sentence, together with UCC termination statements delivered hereunder, such security interest will be a first priority perfected security interest.

(e)       Absence of Change of Control. No Change of Control has occurred.

(f)       Noncontravention.

(i) None of the execution, delivery and performance by such Seller of any Transaction Document to which it is a party nor the consummation of the transactions herein and therein contemplated will (A) conflict with or result in a breach of, or require any consent (which has not been obtained and is in full force and effect) under, any Organic Document of such Seller or any applicable Requirement of Law or any order, writ, injunction or decree of any Governmental Authority binding on such Seller, or any term or provision of any Contractual Obligation of such Seller or (B) constitute (with due notice or lapse of time or both) a default under any such Contractual Obligation, or (C) result in the creation or imposition of any Lien (except for the Liens created pursuant to the Transaction Documents) upon any Property of such Seller pursuant to the terms of any such Contractual Obligation, except with respect to each of the foregoing which could not reasonably be expected to have a Seller Material Adverse Effect and which would not subject the Buyer or its assigns to any material risk of damages or liability to third parties.

(ii) Such Seller is not in default under any material contract or agreement to which it is a party or by which it is bound, nor, to such Seller’s knowledge, does any condition exist that, with notice or lapse of time or both, would constitute such default, excluding in any case such defaults that are not reasonably likely to have a Seller Material Adverse Effect.

(g)       No Proceedings. Except as described in Quest Diagnostics’ Form 10-K for the fiscal year ended December 31, 2014 and all filings made with the SEC under the Exchange Act by such Seller prior to the date of this Agreement, copies of which have been provided to the Buyer and the Administrative Agent or made available on EDGAR:

(i) There is no Proceeding (other than any qui tam Proceeding, to which this Section is limited to the best of such Seller’s knowledge) pending against, or, to the knowledge of such Seller, threatened in writing against or affecting, such Seller or any of its Properties before any Governmental Authority that, if determined or resolved adversely to such Seller, could reasonably be expected to have a Seller Material Adverse Effect.

(ii) There is (A) no unfair labor practice complaint pending against any Seller or, to the best knowledge of such Seller, threatened against such Seller, before the National Labor Relations Board or any other Governmental Authority, and no grievance or

arbitration proceeding arising out of or under any collective bargaining agreement is so pending against such Seller or, to the best knowledge of such Seller after due inquiry, threatened against such Seller, (B) no strike, labor dispute, slowdown or stoppage pending against such Seller or, to the best knowledge of such Seller, after due inquiry, threatened against such Seller and (C) to the best knowledge of such Seller after due inquiry, no union representation question existing with respect to the employees of such Seller and, to the best knowledge of such Seller, no union organizing activities are taking place, except such as would not, with respect to any matter specified in clause (A), (B) or (C) above, individually or in the aggregate, have a Seller Material Adverse Effect.

(h)       Taxes.

(i) Except as would not have a Seller Material Adverse Effect: (A) all tax returns, statements, reports and forms (including estimated Tax or information returns) (collectively, the “Tax Returns”) required to be filed with any taxing authority by, or with respect to, such Seller have been timely filed in accordance with all applicable laws; (B) such Seller has timely paid or made adequate provision for payment of all Taxes shown as due and payable on Tax Returns that have been so filed, and, as of the time of filing, each Tax Return was accurate and complete and correctly reflected the facts regarding income, business, assets, operations, activities and the status of such Seller (other than Taxes which are being contested in good faith and for which adequate reserves are reflected on the financial statements delivered hereunder); and (C) such Seller has made adequate provision for all Taxes payable by such Seller for which no Tax Return has yet been filed.

(ii) Except as described in Quest Diagnostics’ Form 10-K for the fiscal year ended December 31, 2014 and all filings made with the SEC under the Exchange Act by such Seller prior to the date of this Agreement, copies of which have been provided to the Buyer and the Administrative Agent: (A) as of the date hereof such Seller is not a member of an affiliated group of corporations within the meaning of Section 1504 of the Code other than an affiliated group of corporations of which Quest Diagnostics is the common parent; and (B) there are no material tax sharing or tax indemnification agreements under which such Seller is required to indemnify another party for a material amount of.

(i)       Government Approvals. No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any securities exchange are necessary for the execution, delivery or performance by such Seller of the Transaction Documents to which it is a party or for the legality, validity or enforceability hereof or thereof or for the consummation of the transactions herein and therein contemplated, except for filings and recordings in respect of the Liens created pursuant to the Transaction Documents (all of which have been duly made or delivered to the Administrative Agent for filing or may be prepared for filing by the Buyer or the Administrative Agent in accordance with the terms of the Transaction Documents) and except for consents, authorizations and filings that have been obtained or made and are in full force and effect or the failure of which to obtain would not have a Seller Material Adverse Effect.

(j)       Financial Statements and Absence of Certain Material Adverse Changes.

(i) The information, reports, financial statements, exhibits and schedules furnished in writing by such Seller to the Administrative Agent or any of the Lenders in connection with the negotiation, preparation or delivery of the Transaction Documents, including Quest Diagnostics’ Annual Report on Form 10-K for the year ended December 31, 2014 and all filings made with the SEC under the Exchange Act by such Seller prior to the date of this Agreement, copies of which have been provided to the Buyer and the Administrative Agent or made available on EDGAR, but in each case excluding all projections, whether prior to or after the date of this Agreement, when taken as a whole, do not, as of the date such information was furnished, contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, not materially misleading. The projections and pro forma financial information furnished at any time by such Seller to the Buyer, the Administrative Agent or any Lender pursuant to the Transaction Documents have been prepared in good faith based on assumptions believed by such Seller and/or Quest Diagnostics to be reasonable at the time made, it being recognized that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount and no Seller, however, makes any representation as to the ability of any Seller to achieve the results set forth in any such projections. Each Seller understands that all such statements, representations and warranties shall be deemed to have been relied upon by the Buyer as a material inducement to entering into this Agreement and making any Purchase hereunder and by the Agents and the Lenders as a material inducement to make each extension of credit under the Credit and Security Agreement.

(ii) From December 31, 2014 through and including the date of this Agreement, there has been no material adverse change in Quest Diagnostics’ consolidated financial condition, business or operations. Since the date of this Agreement, there has been no material adverse change in Quest Diagnostics’ consolidated financial condition, business or operations that has had, or would reasonably be expected to have, a material adverse effect upon its ability to perform its obligations, as a Seller or, if applicable, as Servicer, under the Transaction Documents when and as required, or a material adverse effect on the collectability of any material portion of the Receivables.

(iii) Since such Seller’s Applicable Closing Date, no event has occurred which would have a Seller Material Adverse Effect.

(k)       Nature of Receivables. Each Receivable constitutes an “Account” or a “Payment Intangible.”

(l)       Margin Regulations. The use of all funds obtained by such Seller under this Agreement or any other Transaction Document to which it is a party will not conflict with or contravene any of Regulation T, U or X.

(m)       Title to Receivables and Quality of Title.

(i) Upon issuance of its shares of capital stock to Quest Diagnostics (in the case of contributed Initial Private Receivables, Initial Participation Interests and any Private Receivables and/or Participation Interests that Quest Diagnostics, in its sole discretion, may elect to contribute thereafter) and payment of the applicable Purchase Price for each purchased Private Receivable and Participation Interest in accordance with this Agreement, the Buyer will have irrevocably obtained all good title to such Private Receivable, Participation Interest and its respective Related Assets (other than any Related Asset constituting a Contract that contains a prohibition on assignment, in which case the Buyer has obtained a valid and perfected first priority perfected security interest in the applicable Seller’s right to receive payments thereunder to the extent contemplated by Section 9-406 of the UCC of the applicable jurisdiction), and the Buyer has the legal right to sell and encumber, each such Private Receivable, Participation Interest and its Related Assets. Without limiting the foregoing, there have been duly filed all financing statements or other similar instruments or documents necessary under the UCC of all appropriate jurisdictions to perfect the Buyer’s ownership interest in such Private Receivable and Participation Interest.

(ii) No financing statement or other instrument similar in effect covering any portion of the Collateral is on file in any recording office except such as may be filed (A) in favor of a Seller in accordance with the Contracts, (B) in favor of the Buyer and its assigns in connection with this Agreement, (C) in favor of the Administrative Agent in accordance with the Credit and Security Agreement, (D) in connection with any Lien arising solely as the result of any action taken by the Administrative Agent or one of the Secured Parties, or (E) which shall be terminated or amended pursuant to the UCC termination statements or amendments delivered hereunder.

(n)       Accurate Reports. No Purchase Report prepared by such Seller, or to the extent information therein was supplied by such Seller, no other information, exhibit, schedule or information concerning the Receivables originated by such Seller furnished or to be furnished verbally or in writing before or after the date of this Agreement, by or on behalf of such Seller to the Buyer or any of its assigns pursuant to this Agreement was or will be inaccurate in any material respect as of the date it was or will be dated or (except as otherwise disclosed to the Buyer and the Administrative Agent at such time) as of the date so furnished, or contained or (in the case of information or other materials to be furnished in the future) will contain any material misstatement of fact or omitted or (in the case of information or other materials to be furnished in the future) will omit to state a material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances made or presented.

(o)       Jurisdiction of Organization; Locations of Records. Each Seller’s jurisdiction of organization is correctly set forth after its name in the preamble to this Agreement. The offices where such Seller keeps all Records evidencing the Receivables originated by it (other than Records that are stored off-site with respect to Receivables which are no longer outstanding or which have been written-off) are located at the addresses specified in Schedule 2.1(o) hereto or, as applicable, such Seller’s Joinder Agreement (or at such other locations, notified to the Buyer in accordance with Section 4.3(g), in jurisdictions where all action required by Section 4.3(g), if any, has been taken and completed).

(p)       Collection Accounts. Such Seller has instructed all Obligors thereon to pay all Collections either directly by mail addressed to a Lockbox listed on Schedule 6.1(o) to the Credit and Security Agreement which is subject to a Collection Account Agreement, or by wire transfer or other electronic funds transfer directly to a Collection Account listed on Schedule 6.1(o) to the Credit and Security Agreement which is subject to a Collection Account Agreement. All payments on the Specified Government Receivables originated by a Seller do not conflict with any rules or regulations applicable to such Specified Government Receivable. Such Seller has instructed each bank maintaining a Lockbox or Collection Account to sweep all collected funds received therein each Business Day to a Collection Account in the name of the Buyer which is subject to a Collection Account Agreement. The Buyer will cause each of the Collection Accounts that is currently in the name of a Seller to be transferred to it and into its own name within a reasonable period of time after the initial Advance under the Credit and Security Agreement, and each Seller agrees to cooperate fully with the Buyer in effecting such transfers.

(q)       Eligible Receivables and Eligible Participation Interests. Each Private Receivable originated by such Seller that is included as an Eligible Receivable on any Purchase Report was an Eligible Receivable on the date on which it was sold or contributed to the Buyer pursuant hereto. Each Eligible Participation Interest of such Seller that is included as an Eligible Participation Interest on any Purchase Report was an Eligible Participation Interest on the date on which it was sold or contributed to the Buyer pursuant hereto

(r)       Names. Except as set forth on Schedule 2.1(o), in the five years preceding the date hereof, such Seller has not used any legal names, trade names or assumed names other than the name in which it has executed this Agreement.

(s)       Credit and Collection Policy. With respect to the Receivables originated by such Seller, such Seller has complied in all material respects with its applicable Credit and Collection Policy, and no change has been made to such Credit and Collection Policy since the date of this Agreement which would be reasonably likely to materially and adversely affect the collectability of the Receivables originated by such Seller or decrease the credit quality of any newly created Receivables originated by such Seller except for such changes as to which the Administrative Agent has received the notice required under Section 7.2(h) of the Credit and Security Agreement and has given its prior written consent thereto (which consent shall not be unreasonably withheld or delayed).

(t)       Payments to Sellers. With respect to each Private Receivable and each Participation Interest sold or contributed to the Buyer by such Seller under this Agreement, the Buyer has given reasonably equivalent value to such Seller in consideration for such Private Receivable, Participation Interest and the Related Assets with respect thereto and no such transfer is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§101 et seq.), as amended.

(u)       Volcker Rule; Investment Company Act; Other Restrictions. Such Seller (i) is not a “covered fund” under the Volcker Rule and (ii) is not required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute. In determining that such Seller is not a covered fund, such Seller does not rely solely on the exemption from the definition of “investment company” set forth in Section 3(c)(1) and/or 3(c)(7) of the Investment Company Act of 1940. Such Seller is not subject to regulation under any law or regulation which limits its ability to incur Indebtedness, other than Regulation X of the Board of Governors of the Federal Reserve System.

(v)       Solvency. As of the date of each sale or contribution by such Seller hereunder, after giving effect thereto, such Seller is and will be Solvent.

(w)       ERISA. No ERISA Event has occurred or is reasonably expected to occur which could have a Seller Material Adverse Effect. Each ERISA Entity is in compliance in all material respects with the presently applicable provisions of ERISA and the Code with respect to each Employee Benefit Plan.

(x)       Bulk Sales Act. No transaction contemplated hereby requires compliance with any bulk sales act or similar law.

(y)       Reliance on Separate Legal Identity. Such Seller is aware that the Lenders, the Liquidity Banks and the Agents are entering into the Transaction Documents in reliance upon the Buyer’s identity as a legal entity separate from such Seller and any of its other Affiliates.

(z)       Risk Retention. The Sellers, individually or through related entities, have collectively retained a material net economic interest in the Receivables in an amount at least equal to the percentage required under, and in a manner permitted by, Paragraph 1 of Article 405 of the European Union Capital Requirements Regulation by reference to the portion of Receivables for which they are each the applicable Seller, and have not entered into any credit risk mitigation or any short positions or any other hedge in a manner with respect to such net economic interest, except to the extent permitted by the European Union Risk Retention Requirements.

(aa) Anti-Corruption Laws and Sanctions. Policies and procedures have been implemented and maintained by or on behalf of such Seller that are designed to ensure compliance by such Seller, its Subsidiaries (if any), and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, giving due regard to the nature of such Person’s business and activities, and such Seller, its Subsidiaries (if any) and, to the knowledge of such Seller, its and their respective directors, officers, employees and agents acting in any capacity in connection with or directly benefitting from the receivables purchase facility established by the Transaction Documents, are in compliance with Anti-Corruption Laws and applicable Sanctions, in each case in all material respects. Such Seller is not, nor is any of its Subsidiaries (if any) nor, to the knowledge of such Seller, any of their respective directors, officers, employees, or agents that will act in any capacity in connection with or directly benefit from the receivables purchase facility established by the Transaction Documents, is a Sanctioned Person, and such Seller is not, nor is any of its Subsidiaries, organized or resident in a Sanctioned Country. No use of proceeds of any purchase by the Buyer hereunder in any manner will violate Anti-Corruption Laws or applicable Sanctions.

(bb) Anti-Terrorism; Anti-Money Laundering. No part of the proceeds of any purchase hereunder will be used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or in any Sanctioned Country in violation of Anti-Corruption Laws or applicable Sanctions.

ARTICLE III.
CONDITIONS OF PURCHASES

Section 3.1       Conditions Precedent to the Initial Purchase under this Agreement. The initial purchase from each Seller on or after the date hereof is subject to the conditions precedent that (1) the Buyer shall have executed and delivered a Subordinated Note in favor of each such Seller, and (2) the

Buyer shall have received, on or before each Seller’s Applicable Closing Date, the following, each (unless otherwise indicated) dated such Seller’s Applicable Closing Date, and each in form, substance and date reasonably satisfactory to the Buyer and the Administrative Agent:

(a)       A copy of the resolutions of such Seller’s board of directors, board of managers, general partners or analogous Persons of such Seller approving the Transaction Documents to be delivered by it and the transactions contemplated hereby and thereby, certified by a Responsible Officer of such Seller;

(b)       A good standing certificate for such Seller issued as of a recent date by the Secretary of State of the state of its formation;

(c)       A certificate of a Responsible Officer of such Seller certifying the names and true signatures of the officers, partners, managers or members authorized on such Seller’s behalf to sign the Transaction Documents to be delivered by it, on which certificate the Buyer and the Servicer (if the Servicer is not such Seller) may conclusively rely until such time as the Buyer and the Servicer shall receive from such Seller a revised certificate meeting the requirements of this subsection (c);

(d)       Recently certified copies of such Seller’s Organic Document or a certificate of a Responsible Officer that there have been no changes therein since the date of the Existing Agreement;

(e)       Copies of the proper financing statements (Form UCC-1 or UCC-3) necessary to continue the perfection of the Liens under the Existing Agreements and give effect to the amendments embodied in this Agreement;

(f)       Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Buyer’s satisfaction; and

(g)       One or more opinions of such Seller’s counsel in form and substance reasonably satisfactory to the Agents.

Section 3.2       Conditions Precedent to All Purchases. Each purchase shall be subject to the further conditions precedent that:

(a)       Such Seller’s Sale Termination Date shall not have occurred;

(b)       The Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request; and

(c)       On the date of such purchase, each of the representations and warranties of such Seller set forth in Article II hereof are true and correct on and as of the date of such purchase (and after giving effect thereto) as though made on and as of such date except to the extent it relates to an earlier date.

Section 3.3       Reaffirmation of Representations and Warranties. Each Seller, by accepting the Purchase Price related to each purchase of such Seller’s Private Receivables, Participation Interests and respective Related Assets, shall be deemed to have certified that the representations and warranties of such Seller contained in Article II are true and correct as to such Seller on and as of the day of such purchase, with the same effect as though made on and as of such day except to the extent it relates to an earlier date.

ARTICLE IV.
COVENANTS

Section 4.1       Affirmative Covenants. From each Seller’s Applicable Closing Date until the later of the Final Payout Date or the cessation of the purchases of the Buyer hereunder, unless the Buyer and the Agents shall otherwise consent in writing:

(a)       Compliance With Laws, Etc. Such Seller will comply with all applicable laws, rules, regulations and orders, including those with respect to the Receivables and related Contracts and Invoices, except, in each of the foregoing cases, where the failure to so comply would not individually or in the aggregate have a Seller Material Adverse Effect.

(b)       Preservation of Existence. Such Seller will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification would have a Seller Material Adverse Effect.

(c)       Audits. Such Seller will, subject to compliance with applicable law: (i) at any time and from time to time upon not less than ten (10) Business Days’ notice (unless an Unmatured Default or Event of Default has occurred and is continuing, in which case, not more than one (1) Business Day’s notice shall be required) during regular business hours, permit the Buyer, the Agents or any of their agents or representatives: (A) to examine and make copies of and abstracts from all Records, Contracts and Invoices in the possession or under the control of such Seller, and (B) to visit the offices and properties of such Seller for the purpose of examining such Records, Contracts and Invoices and to discuss matters relating to Receivables or such Seller’s performance hereunder with any of the officers or employees of such Seller having knowledge of such matters; and (ii) without limiting the provisions of clause (i) above, from time to time, at the expense of such Seller, permit certified public accountants or auditors acceptable to the Agents to conduct a review of such Seller’s Contracts, Invoices and Records (each, a “Review”); provided, however, that, so long as no Event of Default has occurred and is continuing, such Seller shall only be responsible for the costs and expenses of one (1) such Review under this Section in any one calendar year unless (1) the first such Review in such calendar year resulted in negative findings (in which case such Seller shall be responsible for the costs and expenses of two (2) such Reviews in such calendar year), or (2) the Buyer delivers an Extension Request under the Credit and Security Agreement and the applicable Response Date is more than 3 calendar months after the first Review in such calendar year. Notwithstanding the foregoing, if (1) such Seller requests the approval of a new Eligible Originator who is a Material Proposed Addition or (2) any Material Acquisition is consummated by such Seller, such Seller shall be responsible for the costs and expenses of one additional Review per proposed Material Proposed Addition or per Material Acquisition in the calendar year in which such Material Proposed Addition is expected to occur or such Material Acquisition is expected to be consummated if such additional Review is requested by the Buyer or any of the Agents.

(d)       Keeping of Records and Books of Account. Such Seller will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate essential Records evidencing the Receivables originated by such Seller in the event of the destruction of the originals thereof), and keep and maintain, all Contracts, Records and other information necessary or reasonably advisable for the collection of all such Receivables (including, without limitation, Records adequate to permit the identification as of any Business Day when required of outstanding Unpaid Net Balances by Obligor and related debit and credit details of the Receivables).

(e)       Performance and Compliance with Receivables and Contracts. Such Seller will, at its expense, timely and fully perform and comply with all provisions, covenants and other promises, if any, required to be observed by it under the Contracts and/or Invoices related to the Receivables originated by such Seller and all agreements related to such Receivables except for such failures to fully perform and comply as would not, individually or in the aggregate, have a Seller Material Adverse Effect.

(f)       Location of Records. Such Seller will keep its chief place of business and chief executive office, and the offices where it keeps its Records and material Contracts (and, to the extent that any of the foregoing constitute instruments, chattel paper or negotiable documents, all originals thereof), at the addresses referred to in Schedule 6.1(n) to the Credit and Security Agreement or to its Joinder Agreement, if applicable, or, upon 15 days’ prior written notice to the Administrative Agent, at such other locations in jurisdictions where all action required by Section 8.5 of the Credit and Security Agreement shall have been taken and completed.

(g)       Credit and Collection Policies. Such Seller will comply in all material respects with its Credit and Collection Policy in regard to the Receivables originated by it and the related Contracts and Invoices.

(h)       Separate Corporate Existence of the Buyer. Each Seller will take such actions as shall be required in order to maintain the separate identity of the Buyer separate and apart from such Seller and its other Affiliates, including those actions set forth in Section 7.4 of the Credit and Security Agreement.

(i)       Collections. Such Seller will instruct all Obligors thereon to pay all Collections either directly by mail addressed to a Lockbox listed on Schedule 6.1(o) to the Credit and Security Agreement which is subject to a Collection Account Agreement, or by wire transfer or other electronic funds transfer directly to a Collection Account listed on Schedule 6.1(o) to the Credit and Security Agreement which is subject to a Collection Account Agreement. Such Seller will instruct each bank maintaining a Lockbox or Collection Account in the name of any Seller to sweep all collected funds received therein each Business Day to a Collection Account in the name of the Buyer (or the Administrative Agent or its designee) which is subject to a Collection Account Agreement. Such Seller will cooperate fully with the Buyer in transferring each of the Collection Accounts to the Buyer and, to the extent that such Collection Account is not already in the Buyer’s name, into the Buyer’s name within a reasonable period of time after the initial Advance under the Credit and Security Agreement.

(j)       Anti-Corruption Laws and Sanctions. Policies and procedures will be maintained and enforced by or on behalf of such Seller that are designed in good faith and in a commercially reasonable manner to promote and achieve compliance, in the reasonable judgment of such Seller, by such Seller and each of its Subsidiaries and its and their respective directors, officers, employees and

agents with Anti-Corruption Laws and applicable Sanctions, in each case giving due regard to the nature of such Person’s business and activities.

(k)       Further Assurances. Such Seller shall take all necessary action to establish and maintain in favor of the Buyer, a valid and perfected ownership interest in the Private Receivables, Participation Interests and respective Related Assets.

Section 4.2       Reporting Requirements. From such Seller’s Applicable Closing Date until the later of the Final Payout Date or the cessation of the purchases of the Buyer hereunder, such Seller will furnish to the Buyer and the Administrative Agent:

(a)       Proceedings. As soon as possible and in any event within ten Business Days after any Authorized Officer of such Seller obtains knowledge thereof, notice of (i) any litigation, investigation or proceeding which may exist at any time which would reasonably be expected to have a Seller Material Adverse Effect and (ii) any development in previously disclosed litigation which development would reasonably be expected to have a Seller Material Adverse Effect;

(b)       Change in Business or Credit and Collection Policy. Prompt written notice of any material change in the character of such Seller’s business prior to the occurrence of such change, and not less than 15 Business Days’ prior written notice of any material change in such Seller’s Credit and Collection Policy (together with a copy of such proposed change); and

(c)       Other. Promptly, from time to time, such other information, documents, records or reports respecting the Receivables originated by such Seller, the condition, operations, financial or otherwise, of such Seller or such Seller’s performance hereunder that the Buyer or any of the Agents may from time to time reasonably request in order to protect the interests of the Buyer and the Administrative Agent, on behalf of the Secured Parties, under or as contemplated by the Transaction Documents.

Section 4.3       Negative Covenants. From such Seller’s Applicable Closing Date until the later of the Final Payout Date or the cessation of the purchases of the Buyer hereunder, unless the Buyer and the Agents shall otherwise consent in writing, such Seller shall not:

(a)       Sales, Liens, Etc. (i) Except as otherwise provided herein and in the other Transaction Documents, sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien upon or with respect to, any Private Receivables, Participation Interests or Specified Government Receivable underlying a Participation Interest, or any account to which any Collections are sent, or any right to receive income or proceeds from or in respect of any of the foregoing (except, prior to the execution of Collection Agreements, set-off rights of any bank at which any such account is maintained), or (ii) assert any interest in the Receivables, except as Servicer (or a designated sub-servicer for the Servicer).

(b)       Extension or Amendment of Receivables. Extend, amend or otherwise modify the terms of any Receivable originated by it, or amend, modify or waive any term or condition of any Contract or Invoice related thereto in any way that adversely affects the collectability of the Receivables originated by such Originator, taken as a whole, or any material part thereof, or the Buyer’s rights therein.

(c)       Change in Business or Credit and Collection Policy. Make or permit to be made any change in the character of its business or in the Credit and Collection Policy, which change would, in either case, impair the collectability of any significant portion of the Receivables originated by it or otherwise materially and adversely affect the interests or remedies of the Buyer and its assigns under this Agreement or any other Transaction Document.

(d)       Change in Payment Instructions to Obligors. Add or terminate any bank as a Collection Bank from those listed in Schedule 6.1(o) to the Credit and Security Agreement or, after the Collection Account has been established pursuant to Section 7.1(i) of the Credit and Security Agreement, make any change in its instructions to Obligors regarding payments to be made to the Buyer or the Servicer or payments to be made to any Collection Bank (except for a change in instructions solely for the purpose of directing Obligors to make such payments to another existing Collection Bank and where such change is immaterial and does not adversely affect the interests of the Administrative Agent, on behalf of the Lenders, in any respect), unless (i) the Administrative Agent shall have received prior written notice of such addition, termination or change and (ii) the Administrative Agent shall have received duly executed copies of Collection Agreements in a form reasonably acceptable to the Administrative Agent with each new Collection Bank.

(e)       Deposits to Collection Accounts. Deposit or authorize the deposit to any Collection Account of any cash or cash proceeds other than Collections of Receivables and of certain of the Excluded JV Receivables.

(f)       Changes to Other Documents. Enter into any amendment or modification of, or supplement to (i) such Seller’s Organic Documents which could reasonably be expected to be materially adverse to the Buyer, (ii) this Agreement, or (iii) the Subordinated Notes.

(g)       Change of Name, State of Organization, or Records Locations. Change its name or state of organization or relocate any office where Records are kept unless it shall have: (i) given the Administrative Agent at least 15 days’ prior notice thereof and (ii) prior to effectiveness of such change, delivered to the Administrative Agent all financing statements, instruments and other documents requested by the Administrative Agent in connection with such change or relocation.

(h)       Mergers, Consolidations and Acquisitions. Liquidate or dissolve, consolidate with, or merge into or with, any other Person, except for: (i) mergers and consolidations of a Seller with one or more other Sellers (so long as in any such transaction involving Quest Diagnostics, Quest Diagnostics is the survivor), and (ii) other mergers or consolidations that do not constitute Material Acquisitions, provided that, in each of the foregoing cases:

(A) the Administrative Agent and the Buyer receive prior written notice of such consolidation or merger, and the successor or surviving entity (if not a Seller) unconditionally assumes such Seller’s (or Sellers’) respective obligations under the Transaction Documents to which it is (or they are) a party immediately prior to giving effect to such consolidation or merger,

(B) all UCC financing statements necessary to maintain the validity and perfection of the Buyer’s ownership interest in the Private Receivables, Participation Interests and the associated Related Assets acquired or to be acquired from such Seller or Sellers under this

Agreement, and the Administrative Agent’s security interest therein on behalf of the Secured Parties, have been duly filed in all necessary jurisdictions, and

(C) if the surviving entity in such transaction(s) is not an existing Seller under this Agreement, all other documents required to be delivered in connection with a Joinder Agreement hereunder have been duly executed and delivered substantially contemporaneously with such transaction(s).

(i)       Disposition of Receivables and Related Assets. Except pursuant to this Agreement, sell, lease, transfer, assign or otherwise dispose of (in one transaction or in a series of transactions) any Private Receivables, Participation Interests and respective Related Assets.

(j)       Receivables Not to be Evidenced by Promissory Notes. Take any action to cause or permit any Receivable generated by it to become evidenced by any “instrument” (as defined in the applicable UCC), except in connection with the collection of overdue Receivables, provided that the original of any such instrument is delivered to the Buyer for immediate delivery to the Administrative Agent, duly endorsed.

(k)       Accounting for Purchases. Account for the transactions contemplated hereby in any manner other than as a sale or contribution of Private Receivables, Participation Interests and the respective Related Assets by such Seller to the Buyer.

(l)       Anti-Corruption Laws and Sanctions. Such Seller will not make any sale of Private Receivables, Participation Interests and Related Assets, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any such sale (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (ii) for the purpose of funding or financing any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case to the extent doing so would violate any Sanctions.

ARTICLE V.
JOINDER OF ADDITIONAL SELLERS

Section 5.1       Addition of New Sellers. From time to time upon not less than 60 days’ prior written notice to the Buyer and the Administrative Agent (or such shorter period of time as the Agents may agree upon), Quest Diagnostics may propose that one or more of its existing or hereafter acquired Subsidiaries become a Seller hereunder. No such addition shall become effective (a) if such addition constitutes a Material Proposed Addition, without the written consent of the Agents and, if applicable, each of the rating agencies who is then rating Commercial Paper Notes of any Conduit but may become effective prior to such 60th day if such written consent is given more promptly and (b) unless all conditions precedent to such addition required by Section 5.2 below are satisfied prior to such date).

Section 5.2       Documentation. In the event that the Buyer and the Agents consent to the addition of a New Seller, such New Seller shall execute a Joinder Agreement and shall deliver each of the documents, certificates and opinions required to be delivered under Section 3.1 prior to such New Seller’s Closing Date, together with such updated Schedules and Exhibits hereto as may be necessary to ensure that after giving effect to the addition of such New Seller, each of the representations and

warranties of such New Seller under Article II hereof will be true and correct, and the Buyer will deliver a Subordinated Note to such New Seller.

ARTICLE VI.
ADDITIONAL RIGHTS AND OBLIGATIONS IN
RESPECT OF THE RECEIVABLES

Section 6.1       Rights of the Buyer. Each Seller hereby authorizes the Buyer and the Servicer (if other than such Seller) or their respective designees to take any and all steps in such Seller’s name necessary or desirable, in their respective determination, to collect all amounts due under any and all Receivables, including, without limitation, endorsing such Seller’s name on checks and other instruments representing Collections and enforcing such Receivables, the Invoices and the provisions of the related Contracts that concern payment and/or enforcement of rights to payment.

Section 6.2       Responsibilities of the Sellers. Anything herein to the contrary notwithstanding:

(a)       Collection Procedures. Each Seller agrees to direct all Obligors to make payments of such Seller’s Receivables directly to a Collection Account that is the subject of a Lock Box Agreement at a Collection Bank. Each Seller further agrees to transfer any Collections (including any security deposits applied to the Unpaid Net Balance of any Receivable) that it receives on such Receivables directly to the Servicer (if other than such Seller) within one (1) Business Day after receipt thereof, and agrees that all such Collections shall be deemed to be received in trust for the Buyer; provided that, to the extent permitted pursuant to Section 1.3, each Seller may retain such Collections as a portion of the Purchase Price then payable to it or apply such Collections to the reduction of the outstanding balance of its Subordinated Note.

(b)       Performance Under Contract. Each Seller shall remain responsible for performing its obligations hereunder and under the Contracts applicable to such Seller, and the exercise by the Buyer or its designee of its rights hereunder shall not relieve any Seller from such obligations.

(c)       Power of Attorney. Each Seller hereby grants to the Servicer (if other than such Seller) an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of such Seller all steps necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by such Seller or transmitted or received by the Buyer (whether or not from such Seller) in connection with any Receivables generated by such Seller.

Section 6.3       Further Action Evidencing Purchases. Each Seller agrees that from time to time, at its expense, it will promptly execute (if required) and deliver all further instruments and documents, and take all further action that the Buyer may reasonably request in order to perfect, protect or more fully evidence the Buyer’s ownership of the Private Receivables generated by such Seller (and the Related Assets) and the Participation Interests (and the Related Assets) purchased by the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, each Seller will:

(d)       file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate; and

(e)       mark the summary master control data processing records with the legend set forth in Section 1.1(c).

Each Seller hereby authorizes the Buyer or its designee to file one or more financing or continuation statements, and amendments thereto and assignment thereof, relative to all or any of the Private Receivables (and the Related Assets) and the Participation Interests (and the Related Assets) now existing or hereafter sold by such Seller. If such Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Buyer or its designee incurred in connection therewith shall be payable by such Seller.

Section 6.4       Application of Collections. Except as otherwise specified by such Obligor or required by the underlying Contract or law: any payment by an Obligor in respect of any indebtedness owed by it to such Seller or to the Buyer shall be applied first, as a Collection of any Receivable or Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest of such Receivables (unless another reasonable basis for allocation of such payments to the Receivables of such Obligor exists), and second, to any other indebtedness of such Obligor.

ARTICLE VII.
INDEMNIFICATION

Section 7.1       Indemnities by the Sellers. Without limiting any other rights which any such Person may have hereunder or under applicable law, each of the Sellers hereby agrees to indemnify the Buyer, its assigns, and each of their respective Affiliates, and all successors, transferees, participants and assigns and all officers, directors, shareholders, controlling persons, employees and agents (each, a “Seller Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to this Agreement, any of the other Transaction Documents to which such Seller is a party, the Private Receivables and Related Assets and/or the Participation Interests and Related Assets, excluding, however, (i) Seller Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Seller Indemnified Party, (ii) taxes imposed by the jurisdiction in which such Seller Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Seller Indemnified Party; and (iii) recourse (except as otherwise specifically provided in this Agreement) for Seller Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor. Without limiting the foregoing, each of the Sellers shall indemnify each Seller Indemnified Party for Seller Indemnified Amounts arising out of or relating to:

(A) the creation of any Lien on, or transfer by such Seller of any interest in, its Private Receivables, Participation Interests and respective Related Assets other than (1) the sales and contributions of Private Receivables, Participation Interests and respective Related Assets pursuant hereto, and (2) the Lien granted by the Buyer pursuant to the Credit and Security Agreement;

(B) any representation or warranty made by such Seller (or any of its officers) under or in connection with any Transaction Document or any Purchase Report delivered by such Seller pursuant hereto, which shall have been false, incorrect or misleading in any respect when made or deemed made or delivered, as the case may be;

(C) the failure by such Seller to comply with any applicable law, rule or regulation with respect to any of its Receivables or the related Contracts or Invoices, including, without limitation, any state or local assignment of claims act or similar legislation prohibiting or imposing notice and acknowledgement requirements or other limitations or conditions on the assignment of a Specified Government Receivable, or the nonconformity of any of such Seller’s Receivables or the related Contracts or Invoices with any such applicable law, rule or regulation;

(D) the failure to vest and maintain vested in the Buyer, a valid and perfected ownership interest in the Private Receivables, Participation Interest and the associated Related Assets sold or contributed by such Seller hereunder, free and clear of any other Lien, other than a Lien arising solely as a result of the Buyer, now or at any time thereafter;

(E) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Private Receivables, Participation Interests or Related Assets sold or contributed by such Seller hereunder;

(F) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable originated by such Seller (including, without limitation, a defense based on such Receivable or the related Contract or Invoice not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the services related to such Receivable or the furnishing or failure to furnish such services;

(G) any matter described in Section 1.4;

(H) any failure of such Seller to perform its duties or obligations in accordance with the provisions of this Agreement or the other Transaction Documents to which it is a party;

(I) any claim relating to a breach by such Seller of any related Contract or Invoice with respect to any Receivable;

(J) any sales or use tax payable in connection with the transactions giving rise to any Receivable originated by such Seller, and any documentary stamp taxes or recording taxes associated with the perfection of the Buyer’s ownership in the Private Receivables, Participation Interests and respective Related Assets;

(K) the commingling by such Seller of Collections of Receivables at any time with other funds;

(L) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document to which such Seller is a party, the transactions contemplated hereby or thereby, the use of the proceeds of any sale, the Buyer’s ownership interest in the Receivables and Related Assets originated by such Seller or any other investigation, litigation or proceeding relating to such Seller or the Receivables and Related Assets originated by it in which any Seller Indemnified Party becomes involved as a result of any of the transactions contemplated hereby or thereby;

(M) any products or professional liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or Invoice or any Receivable originated by such Seller;

(N) any inability to litigate any claim against any Obligor in respect of any Receivable originated by such Seller as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; or

(O) the occurrence of any Event of Bankruptcy with respect to such Seller.

In addition to Quest Diagnostics’ obligations under the foregoing indemnity with respect to itself as a Seller and the Receivables originated by it, Quest Diagnostics hereby agrees to be jointly and severally liable with each other Seller for such other Seller’s indemnity obligations set forth above.

Section 7.2       Contribution. If for any reason the indemnification provided above in Section 7.1 (and subject to the exceptions set forth therein) is unavailable to a Seller Indemnified Party or is insufficient to hold a Seller Indemnified Party harmless, then the applicable Seller(s) shall contribute to the amount paid or payable by such Seller Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Seller Indemnified Party on the one hand and the applicable Seller(s) on the other hand but also the relative fault of such Seller Indemnified Party as well as any other relevant equitable considerations.

ARTICLE VIII.
MISCELLANEOUS

Section 8.1       Waivers and Amendments. The provisions of this Agreement may from time to time be amended, restated, otherwise modified or waived, if such amendment, modification or waiver is in writing and consented to by each Seller, the Buyer, the Agents and the Servicer (if the Servicer is not a Seller); provided, however, that material amendments, modifications and waivers may require the prior written consent of the rating agencies who are then rating the Commercial Paper Notes of any Conduit. No failure or delay on the part of the Buyer, the Servicer, any Seller or any third party beneficiary in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Buyer, the Servicer or any Seller in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Buyer or the Servicer under this Agreement shall, except as may otherwise be stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval under this Agreement shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Section 8.2       Notices, Etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile communication) and shall be personally delivered or sent by express mail or courier or by certified mail, postage-prepaid, or by e-mail (if an e-mail address is provided), or by facsimile, to the intended party in care of Quest Diagnostics at the address or facsimile number of Quest Diagnostics set forth on Schedule 14.2 of the Credit and Security Agreement or, in the case of a New Seller, below its signature on its Joinder Agreement, or at such other address, e-mail address or facsimile number as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective, (i) if personally delivered or sent by express mail or courier or if sent by certified mail or by e-mail, when received, and (ii) if transmitted by facsimile, when sent, receipt confirmed by telephone or electronic means.

Section 8.3       Cumulative Remedies. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 8.4       Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Buyer, each Seller and its respective successors and permitted assigns. Except as permitted in Section 4.3(h), no Seller may assign its rights hereunder or any interest herein without the prior written consent of the Buyer and the Agents; subject to Section 8.11, the Buyer may not assign its rights hereunder or any interest herein without the prior written consent of each of the Sellers and the Agents. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect as to each Seller until the date after such Seller’s Sale Termination Date on which such Seller has received payment in full for all Private Receivables, Participation Interests and respective Related Assets conveyed by it to the Buyer hereunder and shall have paid and performed all of its obligations hereunder in full. The rights and remedies with respect to any breach of any representation and warranty made by any Seller pursuant to Article II and the indemnification and payment provisions of Article VII and Section 8.6 shall be continuing and shall survive any termination of this Agreement.

Section 8.5       Governing Law. Each Transaction Document shall be governed by, and construed in accordance with, the law of the State of New York, without regard to the principles of conflicts of laws thereof OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW (except in the case of the other Transaction Documents, to the extent otherwise expressly stated therein) AND EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE OWNERSHIP INTERESTS OR SECURITY INTERESTS OF THE BUYER OR THE ADMINISTRATIVE AGENT, ON BEHALF OF THE SECURED PARTIES, IN ANY COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

Section 8.6       Costs, Expenses and Taxes. In addition to the obligations of each Seller under Article VII, each of the Sellers agrees to pay on demand:

(a) all reasonable costs and expenses, including attorneys’ fees, in connection with the enforcement against such Seller of this Agreement and the other Transaction Documents executed by such Seller; and

(b) all stamp duties and other similar filing or recording taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other Transaction Documents, and agrees to

indemnify each Seller Indemnified Party against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

Section 8.7       Submission to Jurisdiction. EACH PARTY HERETO HEREBY IRREVOCABLY (a) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN THE STATE OF NEW YORK, OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY TRANSACTION DOCUMENT; (b) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE OR UNITED STATES FEDERAL COURT; (c) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING; (d) CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON AT ITS ADDRESS SPECIFIED IN SECTION 8.2; AND (e) TO THE EXTENT ALLOWED BY LAW, AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS SECTION 8.7 SHALL AFFECT BUYER’S RIGHT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING ANY ACTION OR PROCEEDING AGAINST ANY SELLER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.

Section 8.8       Waiver of Jury Trial. EACH PARTY HERETO EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR UNDER ANY AMENDMENT, INSTRUMENT, JOINDER AGREEMENT OR DOCUMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED BY IT OR ON ITS BEHALF IN CONNECTION HEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Section 8.9       Captions and Cross References; Incorporation by Reference. The various captions (including, without limitation, the table of contents) in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. References in this Agreement to any underscored Section or Exhibit are to such Section or Exhibit of this Agreement, as the case may be. The Exhibits hereto are hereby incorporated by reference into and made a part of this Agreement.

Section 8.10       Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 8.11       Acknowledgment and Agreement. By execution below, each Seller expressly acknowledges and agrees that all of the Buyer’s rights, title, and interests in, to, and under this Agreement shall be pledged and/or collaterally assigned by the Buyer to the Administrative Agent for the benefit of the Secured Parties pursuant to the Credit and Security Agreement (and the Lenders may further assign such rights in accordance with the Credit and Security Agreement), and each Seller consents to such assignment. Each of the parties hereto acknowledges and agrees that the Agents and the Lenders are third party beneficiaries of the rights of the Buyer arising hereunder and under the other Transaction Documents to which any Seller is a party.

Section 8.12       No Proceedings. Each Seller agrees that it shall not institute against the Buyer or any Conduit, or join any other Person in instituting against the Buyer or any Conduit, any insolvency proceeding (namely, any proceeding of the type referred to in the definition of Event of Bankruptcy) as long as there shall not have elapsed one year plus one day after the Final Payout Date. The foregoing shall not limit any Seller’s right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than a Seller.

Section 8.13       Subordinated Notes. Each of the Existing Sellers and the Buyer hereby ratifies and confirms its existing Subordinated Note and agrees that all references therein to any prior executed version of this Agreement or of the Credit and Security Agreement shall be deemed to be references to the executed versions of this Agreement and the Credit and Security Agreement that are dated as of the date hereof.

<signature pages follow>

Execution Version

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.

ANNEX A
DEFINITIONS

A.   Incorporation of Credit and Security Agreement Definitions. Unless otherwise defined herein, terms that are capitalized and used throughout this Agreement are used as defined in the Credit and Security Agreement (hereinafter defined).

B.  Certain Defined Terms. The following terms have the respective meanings indicated hereinbelow:

“Additional Participation Interests” means, with respect to any Seller, all Participation Interests of such Seller arising after the close of such Seller’s business on the applicable Existing Cut-Off Date (in the case of each of the Existing Sellers) or the applicable New Seller Cut-Off Date (in the case of any New Seller) through and including such Seller’s Sale Termination Date.

“Additional Private Receivables” means, with respect to any Seller, all Private Receivables of such Seller arising after the close of such Seller’s business on the applicable Existing Cut-Off Date (in the case of each of the Existing Sellers) or the applicable New Seller Cut-Off Date (in the case of any New Seller) through and including such Seller’s Sale Termination Date.

“Applicable Closing Date” means (i) with respect to each of the Original Sellers, July 21, 2000, (ii) with respect to each of Unilab, Quest-Nichols and Quest-Nevada, April 20, 2004, (iii) with respect to each of LabOne, ExamOne, Central Plains, LabOne Ohio and SBS, November 10, 2006, (iv) with respect to Specialty, December 5, 2014, (v) with respect to Solstas Group, Solstas, Summit, Athena, Focus and MedPlus, October 28, 2015, and (vi) with respect to each New Seller, its New Seller Closing Date.

“Applicable Cut-Off Date” means (i) with respect to each of the Existing Sellers, the applicable Existing Cut-Off Date, (ii) with respect to each New Seller, its New Seller Cut-Off Date, and (iii) with respect to all Sellers, each Cut-Off Date after the applicable date in the preceding clause (i) or clause (ii).

“Available Funds” means, on any date of determination, monies then held by or on behalf of the Buyer after deduction of (a) all Obligations, if any, that are due and owing under the Credit and Security Agreement, (b) all Servicer’s Fees that are then due and owing, and (c) in the Buyer’s discretion, the accrued and unpaid portion of all current expenses of the Buyer (whether or not then due and owing).

“Buyer” has the meaning set forth in the preamble.

“Collections” means, (a) with respect to any Receivable, (i) all funds which are received from or on behalf of any related Obligor in payment of any amounts owed (including, without limitation, purchase prices, finance charges, interest and all other charges) in respect of such Receivable, or applied to such amounts owed by such Obligor (including, without limitation, payments that the Buyer, the applicable Seller or the Servicer receives from third party payors and applies in the ordinary course of its business to amounts owed in respect of such Receivable and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligor or any other party directly or indirectly liable for payment of such Receivable and available to be applied thereon), or (ii) all Purchase Price Credits, and (b) with respect to any Participation Interest, (i) all funds which are received from or on behalf of any related Obligor in payment of any amounts owed (including, without limitation, purchase prices, finance charges, interest and all other charges) in respect of such Specified Government

Receivable underlying such Participation Interest, or applied to such amounts owed by such Obligor (including, without limitation, payments that the Buyer, the applicable Seller or the Servicer receives from third party payors and applies in the ordinary course of its business to amounts owed in respect of such Specified Government Receivable and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligor or any other party directly or indirectly liable for payment of such Specified Government Receivable and available to be applied thereon), or (ii) all Purchase Price Credits.

“Contract” means, with respect to any Receivable, any requisition, purchase order, agreement, contract or other writing with respect to the provision of services by a Seller to an Obligor other than (i) an Invoice and (ii) any confidential patient information including, without limitation, test results.

“Credit and Security Agreement” has the meaning set forth in the preamble.

“Discount Factor” means a percentage calculated to provide the Buyer with a reasonable return on its investment in the Private Receivables and Participation Interests acquired from each Seller after taking account of (i) the time value of money based upon the anticipated dates of collection of the Private Receivables and the Specified Government Receivables underlying the Participation Interests and the cost to the Buyer of financing its investment in such Private Receivables and Participation Interests during such period and (ii) the risk of nonpayment by the Obligors. Each Seller and the Buyer may agree from time to time to change the Discount Factor applicable to purchases from such Seller based on changes in one or more of the items affecting the calculation thereof, provided that any change to the Discount Factor shall take effect as of the commencement of a Calculation Period, shall apply only prospectively and shall not affect the Purchase Price payment in respect of Purchases which occurred during any Calculation Period ending prior to the Calculation Period during which such Seller and the Buyer agree to make such change.

“Excluded JV Receivable” means any account receivable (and proceeds thereof) that Quest Diagnostics of Pennsylvania Inc. (“Quest Pennsylvania”) bills in its own name and collects through its own accounts arising from services for which revenues belong to Quest Diagnostics Venture LLC under that certain Sharing and General Allocation Agreement dated as of November 1, 1998 by and among Quest Diagnostics Venture LLC, a Pennsylvania limited liability company, Quest Pennsylvania and UPMC Health System Diversified Services, Inc., as amended or modified from time to time.

“Existing Agreement” has the meaning set forth in the preamble.

“Existing Cut-Off Date” means, with respect to each of the Existing Sellers, the Cut-Off Date immediately preceding the Applicable Closing Date of such Existing Seller.

“Existing Sellers” means the Original Sellers, Unilab Corporation, a Delaware corporation; Quest Diagnostics Nichols Institute, Inc., a Virginia corporation; Quest Diagnostics Incorporated, a Nevada corporation; LabOne, LLC, a Missouri limited liability company; ExamOne World Wide, Inc., a Pennsylvania corporation; LabOne of Ohio, Inc., a Delaware corporation; Specialty Laboratories, Inc., a California corporation; Solstas Lab Partners Group, LLC , a North Carolina limited liability company; Solstas Lab Partners, LLC , a Virginia limited liability company; Summit Health, Inc., a Michigan corporation; Athena Diagnostics, Inc., a Delaware corporation; Focus Diagnostics Inc., a Delaware corporation; and MedPlus, Inc., an Ohio corporation.

“Initial Participation Interests” means, with respect to any Seller, all Participation Interests of such Seller that existed as of the close of such Seller’s business on the applicable Existing Cut-Off Date (in the case of each of the Existing Sellers) or the applicable New Seller Cut-Off Date (in the case of any New Seller).

“Initial Private Receivables” means, with respect to any Seller, all Private Receivables of such Seller that existed and was owing to such Seller as of the close of such Seller’s business on the applicable Existing Cut-Off Date (in the case of each of the Existing Sellers) or the applicable New Seller Cut-Off Date (in the case of any New Seller).

“Invoice” means, with respect to any Receivable, any paper or electronic bill, statement or invoice for services rendered by a Seller to an Obligor.

“Joinder Agreement” has the meaning set forth in the preamble.

“New Seller” means any direct or indirect Subsidiary of Quest Diagnostics that hereafter becomes a Seller under this Agreement by executing a Joinder Agreement and complying with the provisions of Article V hereof.

“New Seller Closing Date” means, as to any New Seller, the Business Day on which each of the conditions set forth in Article V has been satisfied.

“New Seller Cut-Off Date” means, with respect to each New Seller, Cut-Off Date immediately preceding its New Seller Closing Date.

“Original Agreement” means the Amended and Restated Receivables Sale Agreement dated as of September 30, 2003 by and among the Original Sellers and the Buyer.

“Original Sellers” means Quest Diagnostics Incorporated, a Delaware corporation; Quest Diagnostics Incorporated, a Michigan corporation; Quest Diagnostics Incorporated, a Maryland corporation; Quest Diagnostics Nichols Institute, a California corporation; Quest Diagnostics LLC, a Connecticut limited liability company; Quest Diagnostics LLC, a Massachusetts limited liability company; Quest Diagnostics of Pennsylvania Inc., a Delaware corporation; Quest Diagnostics LLC, an Illinois limited liability company; MetWest Inc., a Delaware corporation; and Quest Diagnostics Clinical Laboratories, Inc., a Delaware corporation.

“Participation Interest” means, with respect to any Seller, a 100% beneficial interest in such Seller’s right, title and interest, whether now owned or hereafter arising and wherever located, in, to and under each Specified Government Receivable owned by such Seller.

“Payment Agent” has the meaning provided in Section 1.8 hereof.

“Previous Agreements” means (a) the Original Agreement, (b) that certain Second Amended and Restated Receivables Sale Agreement dated as of April 20, 2004 by and among Central Plains Laboratories, LLC, a Kansas limited liability company, and the parties hereto other than LabOne, LLC, ExamOne, LabOne Ohio and Specialty, and (c) the Existing Agreement.

“Private Receivable” means any Receivable other than a Government Receivable.

“Purchase Price” means, with respect to any purchase of Private Receivables and their Related Assets and any purchase of Participation Interests and their Related Assets from a Seller on any date, the aggregate price to be paid therefor by the Buyer to the applicable Seller in accordance with Section 1.3 of this Agreement on such date, which price shall equal (i) the product of (x) the Unpaid Net Balance of such Private Receivables or the Specified Government Receivables underlying such Participation Interests as of the Applicable Cut-Off Date, multiplied by (y) one minus the Discount Factor then in effect, minus (ii) any Purchase Price Credits to be credited against the Purchase Price otherwise payable in accordance with Section 1.4 of the Agreement.

“Purchase Price Credit” shall have the meaning provided in Section 1.4 hereof.

“Purchase Report” shall have the meaning provided in Section 1.3(c) hereof.

“Receivable” means any Account or Payment Intangible arising from the sale of Clinical Laboratory Services by a Seller, including, without limitation, the right to payment of any interest or finance charges and other amounts with respect thereto; provided, however, that the term “Receivable” shall not include any Excluded JV Receivable. Rights to payment arising from any one transaction, including, without limitation, rights to payment represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the rights to payment arising from any other transaction.

“Records” means, collectively, all Invoices and all other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to any Receivable, Related Asset and/or Obligor other than (i) any Contract related thereto, and (ii) any confidential patient information including, without limitation, test results.

“Related Assets” means (x) with respect to each Receivable, all right, title and interest in and to the following:

(a) (i) all Collections; (ii) all Records; (iii) all Collection Accounts and all cash, balances and instruments therein from time to time therein; (iv) the goods (including returned or repossessed goods), if any, the sale of which by a Seller gave rise to such Receivable; (v) all supporting obligations; and (vi) all liens and security interests, if any, securing payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; and

(b) all proceeds and insurance proceeds of the foregoing; and

(y) with respect to any Participation Interest, the rights and assets described in clauses (a) and (b) above with respect to the Specified Government Receivable that is the subject to such Participation Interest.

“Responsible Officer” means, with respect to each Seller, any of its chief executive officer, president, vice president, treasurer or secretary, acting singly.

“Sale Termination Date” means, as to any Seller, the earliest to occur of the following:

(i) the date designated by such Seller to the Buyer upon not less than 15 Business Days’ prior written notice,

(ii) the date on which an Event of Bankruptcy occurs with respect to such Seller;

(iii) the date on which such Seller is unable to satisfy the applicable conditions precedent to each purchase set forth in Article III hereof;

(iv) the date on which a Change in Control occurs with respect to Quest Diagnostics, the Buyer or such Seller; and

(v) the occurrence of the Termination Date under clause (a) or (b) of the definition of such term in the Credit and Security Agreement.

“Seller” means an Existing Seller or a New Seller.

“Seller Indemnified Amounts” shall have the meaning provided in Section 7.1(a) hereof.

“Seller Indemnified Party” shall have the meaning provided in Section 7.1(a) hereof.

“Seller Material Adverse Effect” means, with respect to any Seller, the occurrence of any of the following events, circumstances, occurrences, or conditions:

(i) any event, circumstance, occurrence or condition which has caused as of any date of determination any of (a) a material adverse effect, or any condition or event that has resulted in a material adverse effect, on the business, operations, consolidated financial condition or assets of the Sellers, taken as a whole (after taking into account indemnification obligations by third parties that are Solvent to the extent that such third party has not disputed (after notice of claim in accordance with the applicable agreement therefor) liability to make such indemnification payment),

(ii) any event, circumstance, occurrence or condition which has caused as of any date of determination a material adverse effect on the ability of such Seller to perform its obligations under this Agreement or any other Transaction Document to which such Seller is a party;

(iii) any event, circumstance, occurrence or condition which has caused as of any date of determination a material adverse effect on the validity or enforceability of this Agreement or any other Transaction Document to which such Seller is a party, or the validity, enforceability or collectability of a material portion of the Receivables sold by such Seller to the Buyer; or

(iv) any event, circumstance, occurrence or condition which has caused as of any date of determination a material adverse effect on the validity, perfection, priority or enforceability of the Buyer’s title to the Private Receivables, Participation Interests and respective Related Assets acquired by the Buyer from such Seller.

“Specified Government Receivable” means a Government Receivable arising under Medicare or Medicaid for covered services rendered to eligible beneficiaries thereunder.

“Subordinated Loan” means a subordinated revolving loan from a Seller to the Buyer which is evidenced by a Subordinated Note.

“Subordinated Note” means a subordinated promissory note substantially in the form of Exhibit B hereto issued by the Buyer to a Seller, as it may be amended, supplemented, endorsed or otherwise modified from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents.

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

C. Other Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9.

D. Computation of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

EXHIBIT A
PURCHASE REPORT

EXHIBIT B
[AMENDED AND RESTATED] SUBORDINATED NOTE

EXHIBIT C
CREDIT AND COLLECTION POLICIES

EXHIBIT D
FORM OF JOINDER AGREEMENT

 SCHEDULE 2.1(O)
SELLERS’ FEDERAL TAXPAYER ID NUMBERS; AND LOCATION OF RECORDS

amendment no. 1

to

FOURTH AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

THIS AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this “Amendment”), dated as of October 25, 2019, is entered into by and between:

(1) Quest Diagnostics Incorporated, a Delaware corporation, Quest Diagnostics Nichols Institute, Inc., a California corporation, Quest Diagnostics Incorporated, a Michigan corporation, Quest Diagnostics Incorporated, a Maryland corporation, Quest Diagnostics LLC, a Connecticut limited liability company, Quest Diagnostics LLC, a Massachusetts limited liability company, Quest Diagnostics of Pennsylvania Inc., a Delaware corporation, Quest Diagnostics LLC, an Illinois limited liability company, Quest Diagnostics Clinical Laboratories, Inc., a Delaware corporation, Unilab Corporation, a Delaware corporation, Quest Diagnostics Nichols Institute, Inc., a Virginia corporation, Quest Diagnostics Incorporated, a Nevada corporation, LabOne, LLC, a Missouri limited liability company, ExamOne World Wide, Inc., a Pennsylvania corporation, LabOne of Ohio, Inc., a Delaware corporation, Quest Diagnostics Infectious Disease, Inc., a Delaware corporation, Athena Diagnostics Incorporated, a Maryland corporation, Specialty Laboratories, Inc., a California corporation, and Quest Diagnostics Health and Wellness LLC, a Delaware limited liability company, as sellers (all of the foregoing, collectively, the “Sellers”), and

(2) Quest Diagnostics Receivables Inc., a Delaware corporation, as purchaser (the “Buyer”),

with respect to that certain Fourth Amended and Restated Receivables Sale Agreement dated as of October 28, 2015 by and between the parties (as amended, supplemented, joined, restated and/or otherwise modified from time to time, the “Sale Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Sale Agreement.

Preliminary Statement:

On the terms and subject to the conditions hereinafter set forth, the parties wish to amend the Sale Agreement as hereinafter provided.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

<signature pages follow>

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the date first above written.

Annex A

SCHEDULE 2.1(o)
SELLERS’ FEDERAL TAXPAYER id NUMBERS; AND Location OF Records

Execution Version

[***] Certain information in this document, marked by brackets, has been excluded pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.

TABLE OF CONTENTS

Page

SIXTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

THIS SIXTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT is entered into as of October 27, 2017, by and among:

(1) QUEST DIAGNOSTICS RECEIVABLES INC., a Delaware corporation (together with its successors and permitted assigns, the “Borrower”),

(2) QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (together with its successors, “Quest Diagnostics”), as initial servicer hereunder (in such capacity, together with any successor servicer or sub-servicer appointed pursuant to Section 8.1, the “Servicer”),

(3) PNC BANK, NATIONAL ASSOCIATION, in its individual capacity as a Lender (together with its successors, “PNC” or the “PNC Group”),

(4) Gotham Funding Corporation, a Delaware corporation (together with its successors, “Gotham”), and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., in its capacity as a Liquidity Bank to Gotham (together with its successors, “BTMU” and, together with Gotham, the “Gotham Group”),

(5) Atlantic Asset Securitization LLC, a Delaware limited liability company (together with its successors, “Atlantic”), and Crédit Agricole Corporate and Investment Bank, in its capacity as a Liquidity Bank to Atlantic (together with its successors, “CACIB” and, together with Atlantic, the “Atlantic Group”),

(6) PNC BANK, NATIONAL ASSOCIATION, in its capacity as agent for the PNC Group (together with its successors in such capacity, the “PNC Group Agent” or a “Co-Agent”), Crédit Agricole Corporate and Investment Bank, in its capacity as agent for the Atlantic Group (together with its successors in such capacity, the “Atlantic Group Agent” or a “Co-Agent”), and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., in its capacity as agent for the Gotham Group (together with its successors in such capacity, the “Gotham Agent” or a “Co-Agent”),

(7) PNC BANK, NATIONAL ASSOCIATION, in its capacity as Letter of Credit issuer (together with its successors in such capacity, the “LC Issuer”), and

(8) THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as administrative agent for the Atlantic Group, the PNC Group, the Gotham Group, the LC Issuer and the Co-Agents (in such capacity, together with any successors thereto in such capacity, the “Administrative Agent” and together with each of the Co-Agents, the “Agents”),

and amends and restates in its entirety that certain Fifth Amended and Restated Credit and Security Agreement dated as of October 28, 2015 by and among the parties hereto (other than the LC Issuer), as amended from time to time prior to the date hereof (the “Existing Agreement”).

Unless otherwise indicated, capitalized terms used in this Agreement are defined in Annex A.

W I T N E S S E T H :

WHEREAS, the Borrower is a wholly-owned direct subsidiary of Quest Diagnostics;

WHEREAS, Quest Diagnostics and certain of its Subsidiaries as Originators and the Borrower have entered into the Sale Agreement pursuant to which each of the Originators has sold and/or contributed, and hereafter will sell to the Borrower, Participation Interests in all of such Originator’s right title and interest in and to its Specified Government Receivables, all of such Originator’s right, title and interest in and to its Private Receivables and certain related rights;

WHEREAS, pursuant to the Existing Agreement, the Groups committed to make Loans to the Borrower from time to time secured by the Collateral, and Quest Diagnostics agreed to act as Servicer;

WHEREAS, in addition to the Loans, the Borrower may from time to time hereafter request the LC Issuer to issue Letters of Credit, and the LC Issuer has agreed, subject to the terms and conditions contained in this Agreement, to issue such Letters of Credit; and

WHEREAS, the parties wish to amend and restate the Existing Agreement in its entirety, on the terms and subject to the conditions hereinafter set forth;

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

ARTICLE I.
THE CREDIT

Section 1.1               The Facilities.

1.1.1. A-Advance and B-Advance Facilities. On the terms and subject to the conditions set forth in this Agreement, the Borrower (or the Servicer, on the Borrower’s behalf) may from time to time prior to the A-Commitment Expiry Date request A-Advances and from time to time prior to the Biennial Commitment Expiry Date request B-Advances, by delivering a Borrowing Request to the Co-Agents in accordance with Section 2.1. At any time prior to the A-Commitment Expiry Date, in no event may the Borrower (or the Servicer, on the Borrower’s behalf) request B-Advances unless the A-Facility is fully utilized. Upon receipt of a copy of each Borrowing Request from the Borrower or Servicer, each applicable Co-Agent shall determine whether its Conduit will fund an A-Loan or a B-Loan, as the case may be, in an amount equal to the portion of the requested A-Advance or B-Advance specified in such Borrowing Request, and

(a) PNC severally agrees to make an A-Loan or a B-Loan, as applicable, to the Borrower in an amount equal to its Group’s Commitment Percentage of the requested A-Advance or B-Advance, on the terms and subject to the conditions hereof, provided that at no time may the aggregate Principal amount of PNC’s Credit Exposure at any one time outstanding exceed the lesser of (i) the aggregate amount of PNC’s A-Commitment, B-Commitment and LC

Participation Commitment, and (ii) the PNC Group’s Commitment Percentage of the Borrowing Base (such lesser amount, the “PNC Allocation Limit”);

(b) in the event that Gotham elects not to make an A-Loan or a B-Loan, as applicable, to the Borrower in an amount equal to its Group’s Commitment Percentage of the requested A-Advance or B-Advance, the Gotham Agent shall promptly notify the Borrower and, unless the Borrower cancels its Borrowing Request, each of the Liquidity Banks in the Gotham Group severally agrees to make its Pro Rata Share of such Loan to the Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregate Principal amount of Gotham’s and its Liquidity Banks’ Credit Exposure at any one time outstanding exceed the lesser of (i) the aggregate amount of the Gotham Liquidity Banks’ A-Commitments, B-Commitments and LC

Participation Commitments, and (ii) the Gotham Group’s Commitment Percentage of the Borrowing Base (such lesser amount, the “Gotham Allocation Limit”); and

(c) in the event that Atlantic elects not to make an A-Loan or a B-Loan, as applicable, to the Borrower in an amount equal to its Group’s Commitment Percentage of the requested A-Advance or B-Advance, the Atlantic Agent shall promptly notify the Borrower and, unless the Borrower cancels its Borrowing Request, each of the Liquidity Banks in the Atlantic Group severally agrees to make its Pro Rata Share of such Loan to the Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregate Principal amount of Atlantic’s and its Liquidity Banks’ Credit Exposure at any one time outstanding exceed the lesser of (i) the aggregate amount of the Atlantic Liquidity Banks’ A-Commitments, B-Commitments and LC Participation Commitments, and (ii) the Atlantic Group’s Commitment Percentage of the Borrowing Base (such lesser amount, the “Atlantic Allocation Limit”).

Each A-Loan and each B-Loan shall be in the minimum amount of $1,000,000 or a larger integral multiple of $500,000.

1.1.2. Letter of Credit Facility. On the terms and subject to the conditions set forth in this Agreement, the Borrower (or the Servicer, on the Borrower’s behalf) may from time to time prior to the Biennial Commitment Expiry Date request that the LC Issuer issue Letters of Credit for the account of the Borrower, and from time to time upon receipt of a duly executed and complete LC Application, the LC Issuer hereby agrees to issue Letters of Credit and to renew, extend, increase, decrease or otherwise modify each Letter of Credit (“Modify,” and each such action a “Modification”); provided that no Letter of Credit shall be issued or Modified by the LC Issuer if, after giving effect thereto, (i) the LC Obligations would exceed the LC Commitment, or (ii) the Aggregate Credit Exposure would exceed the lesser of (A) the Aggregate Commitment and (B) the Borrowing Base; and provided, further, that each Letter of Credit issued pursuant to this Section 1.1.2 shall have a face amount of not less than $5,000.

1.1.3. Aggregate Credit Exposure; Termination of Commitments; Collateral. In no event may the Aggregate Credit Exposure hereunder exceed the lesser of (x) the Aggregate Commitment, or (y) the Borrowing Base. Each A-Commitment shall terminate on the earlier to occur of the A-Commitment Expiry Date and the Termination Date; each B-Commitment shall

terminate on the earlier to occur of the Biennial Commitment Expiry Date and the Termination Date; the LC Commitment under this Agreement shall terminate on the earlier to occur of the Biennial Commitment Expiry Date and the Termination Date; and each Committed Lender’s LC Participation Commitment shall terminate upon the latest to occur of (i) payment in full of the LC Obligations arising under Letters of Credit issued prior to the earlier to occur of the Biennial Commitment Expiry Date and the Termination Date, (ii) cancellation or expiration of all such Letters of Credit, and (iii) termination or expiration of the LC Commitment. Each of the Loans, the LC Obligations and all other Obligations of the Borrower shall be secured by the Collateral as provided in Article IX.

Section 1.2               Funding Mechanics; Liquidity Fundings.

(a) Each Advance hereunder shall consist of Loans made by (i) Gotham and/or its Liquidity Bank(s), (ii) Atlantic and/or its Liquidity Bank(s), and (iii) PNC, and (except for any Advance which does not increase Aggregate Principal) shall be made in such proportions by each Group such that, after giving effect thereto, the aggregate outstanding Principal balance of the Loans outstanding from each Group shall be in proportion to such Group’s Commitment Percentage. Any Advance which does not increase the aggregate Principal amount outstanding may be funded solely by one or more of the members of each Group.

(b) Each Lender funding any Loan (or portion thereof) shall wire transfer the Principal amount thereof to its applicable Co-Agent in immediately available funds not later than 12:00 noon (New York City time) on the applicable Borrowing Date and, subject to its receipt of such Loan proceeds, such Co-Agent shall wire transfer such funds (i) in the case of the proceeds of an LC Loan, to the account specified by the LC Issuer, and (ii) in the case of the proceeds of an A-Loan or a B-Loan, to the account specified by the Borrower in its Borrowing Request, in each of the foregoing cases, not later than 2:00 p.m. (New York City time) on such Borrowing Date.

(c) While it is the intent of each of the Conduits to fund its respective Loans through the issuance of Commercial Paper Notes, the parties acknowledge that if any Conduit is unable, or determines that it is undesirable, to issue Commercial Paper Notes to fund all or any portion of its Loans at a CP Rate, or is unable to repay such Commercial Paper Notes upon the maturity thereof, such Conduit may sell all or any portion of its Loans (or interests therein) to its Liquidity Banks at any time pursuant to its Liquidity Agreement to finance or refinance the necessary portion of its Loans through a Liquidity Funding to the extent available. The Liquidity Fundings may be Alternate Base Rate Loans or Eurodollar Loans, or a combination thereof, selected by the Borrower in accordance with Article II. In addition, the parties acknowledge that Commercial Paper Notes are issued at a discount and at varying discount rates; accordingly, it may not be possible for all CP Rate Loans to be made in amounts precisely equal to the amounts specified in a Borrowing Request. Regardless of whether a Liquidity Funding constitutes an assignment of a Loan or the sale of one or more participations therein, each Liquidity Bank participating in a Liquidity Funding shall have the rights of a “Lender” hereunder with the same force and effect as if it had directly made a Loan to the Borrower in the amount of its Liquidity Funding.

(d) Nothing herein shall be deemed to commit any Lender to make CP Rate Loans.

Section 1.3               Interest.

(a) Prior to the occurrence of an Event of Default and during the continuance thereof, each Loan shall bear interest at the applicable Interest Rate, payable in arrears on each Settlement Date. Notwithstanding the foregoing, upon the occurrence of an Event of Default and during the continuance thereof, all Obligations shall bear Interest, payable upon demand, at the Default Rate; provided that no Interest at the Default Rate shall accrue or be payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender.

(b) Each Eurodollar Loan shall bear Interest on the outstanding Principal amount thereof from and including the first day of the Interest Period applicable thereto selected in accordance with Article II of this Agreement to (but not including) the last day of such Interest Period at a rate per annum equal to the sum of (i) the applicable Eurodollar Rate (Reserve Adjusted) for such Interest Period plus (ii) the Applicable Percentage per annum. 

(c) Each CP Rate Loan shall bear Interest on the outstanding Principal amount thereof from and including the first day of the CP Tranche Period applicable thereto selected in accordance with Article II of this Agreement to (but not including) the last day of such CP Tranche Period at the applicable CP Rate. On the 5th Business Day immediately preceding each Settlement Date, each Pool Funded Conduit shall calculate the aggregate amount of CP Costs for the applicable Accrual Period and shall notify the Borrower of its aggregate amount of such CP Costs which shall be payable on such Settlement Date. At any time while Gotham is not acting as Pool Funded Conduit, on the 5th Business Day immediately preceding each Settlement Date, the Gotham Agent shall calculate Gotham’s CP Rate and each shall notify Borrower of the aggregate amount of CP Costs which shall be payable on such Settlement Date.

(d) Each Alternate Base Rate Loan and each LMIR Loan, respectively, shall bear Interest on the outstanding Principal amount thereof, for each day from and including the date such Loan is made to but excluding the date it is paid at a rate per annum equal to the Alternate Base Rate or LMIR, respectively, for such day. Changes in the rate of Interest on Alternate Base Rate Loans and LMIR Loans, respectively, will take effect simultaneously with each change in the Alternate Base Rate or LMIR, respectively.

(e) Interest shall be payable for the day a Loan is made but not for the day of any payment on the amount paid if payment is received prior to 1:00 p.m. (local time) at the place of payment. If any payment of Principal of or Interest on a Loan shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a Principal payment, such extension of time shall be included in computing Interest in connection with such payment.

Section 1.4               Repayment of the Advances.

(a) Unless the Termination Date has earlier occurred, on the A-Commitment Expiry Date, the Borrower shall borrow B-Advances, if available in accordance with the terms of this Agreement, and use the proceeds thereof to repay the A-Advances then outstanding and the accrued and unpaid Interest thereon. To the extent not refinanced pursuant to the preceding sentence, the remaining A-Advances shall become due on the A-Commitment Expiry Date and will be payable on Settlement Dates to the extent of Collections received on the A-Commitment Expiry Date and each Business Day thereafter until paid in full, together with all accrued and unpaid Interest thereon.

(b) Unless the Termination Date has earlier occurred, on the Biennial Commitment Expiry Date, the B-Advances and LC Advances shall become due and will be payable on Settlement Dates to the extent of Collections received on the Biennial Commitment Expiry Date and each Business Day thereafter until paid in full, together with all accrued and unpaid Interest thereon. In addition to the foregoing, unless the Termination Date has earlier occurred, on the Biennial Commitment Expiry Date and on each Settlement Date thereafter, the LC Obligations shall be required to be Cash Collateralized to the extent of Collections received on the Biennial Commitment Expiry Date and each Business Day thereafter until paid or Cash Collateralized in full, together with all Expected LC Fees.

(c) All payments and Cash Collateral Payments required under Section 1.4(a) or 1.4(b) shall be made on Settlement Dates occurring on or after the applicable Commitment Expiry Date in the order of priority specified in Section 3.2(d).

(d) The Borrower promises to pay the LC Obligations, together with all LC Fees, LC Processing Fees, LC Fronting Fees and, if applicable, Interest thereon, in accordance with the terms of the Fee Letter and Sections 2.8 and 2.10 of this Agreement.

Section 1.5               Voluntary and Mandatory Prepayments. Subject, in the case of CP Rate Loans and Eurodollar Loans, to the funding indemnification provisions of Section 4.3:

(a) The Borrower may from time to time voluntarily prepay, without penalty or premium, all outstanding Advances, or, in a minimum aggregate amount of $2,000,000 (or a larger integral multiple of $1,000,000), any portion of the outstanding Advances by giving prior written notice to the Co-Agents: (i) given within the Required Notice Period with respect to each Pool Funded Conduit’s Loans so prepaid and (ii) at any time while Gotham is not a Pool Funded Conduit, providing for such prepayment to occur on the last day of the CP Tranche Period with respect to Gotham’s CP Rate Loans so prepaid (each, a “Prepayment Notice”); provided that each such prepayment of Principal is accompanied by a payment of all accrued and unpaid Interest on the amount prepaid, together with all amounts (if any) due under Section 4.3, and except as provided in Section 14.1(c) and in the definitions of “Approved Amendment” and “Termination Date,” is made among the Groups in such proportions so that after giving effect thereto, the aggregate outstanding Principal balance of the Loans outstanding from each Group shall be in proportion to the Groups’ respective Commitment Percentages.

(b) If, on any Business Day, the aggregate outstanding Principal amount of the Credit Exposure of the PNC Group exceeds the PNC Group Allocation Limit, not later than 12:00 noon (New York City time) on the first Business Day thereafter, (i) the Borrower shall prepay the PNC Group’s Loans by wire transfer to the PNC Group Agent in an aggregate amount sufficient to eliminate such excess, together with accrued and unpaid Interest on the amount of Loans prepaid, and (ii) if there are insufficient Loans be so prepaid, the Borrower will Cash-Collateralize the LC Obligations by wire transfer to the LC Collateral Account in an aggregate amount sufficient to eliminate the remainder of such excess.

(c) (i) If, on any Business Day, the aggregate outstanding Principal amount of the Credit Exposure of the Gotham Group exceeds the Gotham Allocation Limit, not later than 12:00 noon (New York City time) on the first Business Day thereafter, (i) the Borrower shall prepay the Gotham Group’s Loans by wire transfer to the Gotham Group Agent in an aggregate amount

sufficient to eliminate such excess, together with accrued and unpaid Interest on the amount of Loans prepaid, and (ii) if there are insufficient Loans be so prepaid, the Borrower will Cash-Collateralize the LC Obligations by wire transfer to the LC Collateral Account in an aggregate amount sufficient to eliminate the remainder of such excess.

(ii) If, on any Business Day, the aggregate outstanding Principal amount of the Credit Exposure of the Atlantic Group exceeds the Atlantic Allocation Limit, not later than 12:00 noon (New York City time) on the first Business Day thereafter, (i) the Borrower shall prepay the Atlantic Group’s Loans by wire transfer to the Atlantic Group Agent in an aggregate amount sufficient to eliminate such excess, together with accrued and unpaid Interest on the amount of Loans prepaid, and (ii) if there are insufficient Loans be so prepaid, the Borrower will Cash-Collateralize the LC Obligations by wire transfer to the LC Collateral Account in an aggregate amount sufficient to eliminate the remainder of such excess.

(d) Upon receipt of any wire transfer pursuant to Section 1.5(a), (b) or (c), the applicable Co-Agent shall wire transfer to each of its Constituents their respective shares (if any) thereof not later than 1:00 p.m. (New York City time) on the date when received. Any prepayment or Loans made pursuant to Section 1.5(b) or (c) shall be applied first, to the ratable reduction of the applicable Group’s Alternate Base Rate Loans outstanding, second, to the ratable reduction of the applicable Group’s Eurodollar Loans outstanding, and lastly, to the reduction of the applicable Group’s CP Rate Loans selected by the Borrower (or the Servicer, on the Borrower’s behalf).

(e) If, on any Business Day, the aggregate of the LC Obligations exceeds the LC Commitment or any LC Processing Fees are due and owing pursuant to Section 2.10 and are not paid when due (payable on the Settlement Date as invoiced by the LC Issuer pursuant to Section 3.1(c)),  not later than 12:00 noon (New York City time) on the first Business Day thereafter, the Borrower shall Cash-Collateralize the LC Obligations in the amount of such excess and/or LC Processing Fees, as the case may be, by wire transfer to the LC Collateral Account.

(f) Unless each of the Co-Agents in its sole discretion shall otherwise agree, not more than three (3) Advances and/or prepayments pursuant to Section 1.5(a) may occur, in the aggregate, in any calendar week.

Section 1.6               Reductions in Commitments. Subject to the limitations set forth below:

(a)    The Borrower may permanently reduce the aggregate A-Commitments and/or aggregate B-Commitments, in whole, or ratably among the Groups in part, in a minimum amount of $10,000,000 (or a larger integral multiple of $1,000,000), upon at least fifteen (15) Business Days’ written notice to the Co-Agents (each, a “Commitment Reduction Notice”), which notice shall specify the aggregate amount of any such reduction of the aggregate A-Commitments or the aggregate B-Commitments and PNC’s, the Atlantic Liquidity Banks’ and the Gotham Liquidity Banks’ respective Ratable Shares thereof; and

(b)    The Borrower may permanently reduce the LC Commitment, in whole, or in part, in a minimum amount of $2,000,000 (or a larger integral multiple of $1,000,000), upon at least fifteen (15) Business Days’ written notice to the LC Issuer and the Co-Agents, which notice shall specify the amount of any such reduction of the LC

Commitment and PNC’s, the Atlantic Liquidity Banks’ and the Gotham Liquidity Banks’ respective Ratable Shares of such amount (each such notice, an “LC Commitment Reduction Notice”). Each reduction of the LC Commitment shall automatically reduce the Committed Lenders’ LC Participation Commitments by their respective Ratable Shares of the amount of the reduction of the LC Commitment, but the LC Participation Commitments may not otherwise be reduced.

Notwithstanding the foregoing, (i) no A-Commitment or B-Commitment may be reduced below the aggregate outstanding Principal balance of the Loans thereunder unless accompanied by a simultaneous prepayment of such Principal in the amount of the excess Principal, (ii) the LC Commitment may not be reduced below the aggregate Face Amount Outstanding unless accompanied by a simultaneous deposit to the LC Collateral Account in the amount of any excess Face Amount Outstanding; and (iii) the aggregate LC Participation Commitments may not be reduced below the LC Commitment. In addition to and without limiting any other requirements for termination, prepayment and/or the funding of the LC Collateral Account hereunder, no termination of the Administrative Agent’s security interest in the Collateral shall be effective unless and until (x) the amount on deposit in the LC Collateral Account is at least equal to the then Outstanding Face Amount plus the Expected LC Fees, (y) the Aggregate Principal is reduced to zero and (z) all accrued and unpaid fees and all other amounts owed to the Agents, the LC Issuer or the Lenders under this Agreement and each of the other Transaction Documents have been paid in full. Each Commitment Reduction Notice shall be irrevocable once delivered to the Co-Agents and, as applicable, the LC Issuer.

Section 1.7               Distribution of Certain Notices; Notification of Interest Rates. Promptly after receipt thereof, (a) the LC Issuer will notify the each of the Co-Agents of the contents of each LC Application, and the PNC Group Agent will notify the PNC Group, the Atlantic Agent will notify the Atlantic Group and the Gotham Agent will notify the Gotham Group, of the contents of each Monthly Report, Weekly Report, Borrowing Request, Draw Notice, LC Application, LC Advance Notice, Commitment Reduction Notice, LC Commitment Reduction Notice, Prepayment Notice or notice of default received by it from the Borrower or the Servicer hereunder. In addition, each of the Co-Agents shall promptly notify its Constituents and the Borrower of each determination of and change in Interest Rates.

Section 1.8               Absence of Notes. The LC Issuer and each Lender shall maintain in accordance with its usual practice and Section 5f.103-1(c) of the United States Treasury Regulations an account or accounts evidencing the indebtedness of the Borrower to such Person resulting from each Letter of Credit issued by the LC Issuer, or, as applicable, each Loan made by such Lender from time to time, including the amounts of Principal and Interest payable and paid to such Person from time to time hereunder. Upon request of the Borrower, the LC Issuer or, as applicable, each Lender’s Co-Agent or the Administrative Agent, will confirm the outstanding Principal balances of its Credit Extensions and the amount of any accrued and unpaid Interest thereon. The entries maintained in the accounts maintained pursuant to this Section shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the LC Issuer or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms.

Section 1.9               Acknowledgement and Consent to Bail;-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Transaction 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 Transaction 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) a 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 Transaction 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.

ARTICLE II.
BORROWING, LETTER OF CREDIT AND PAYMENT MECHANICS; CERTAIN COMPUTATIONS

Section 2.1               Method of Borrowing. The Borrower (or the Servicer, on the Borrower’s behalf) shall give the Co-Agents irrevocable notice in the form of Exhibit 2.1 hereto (each, a “Borrowing Request”) not later than 12:00 noon (New York City time) at least one (1) Business Day before the Borrowing Date of each A-Advance and each B-Advance. On each Borrowing Date, each applicable Lender shall make available its A-Loan or B-Loan in immediately available funds to its Co-Agent by wire transfer of such amount received not later than 1:00 p.m. (New York City time). Subject to its receipt of such wire transfers, each Co-Agent will wire transfer the funds so received from its Constituents to the Borrower at the account specified in its Borrowing Request not later than 2:00 p.m. (New York City time) on the applicable Borrowing Date. Unless each of the Co-Agents in its sole discretion shall otherwise agree, not more than three (3) A-Advances, B-Advances and/or prepayments pursuant to Section 1.5 may occur, in the aggregate, in any calendar week.

Section 2.2               Selection of CP Tranche Periods and Interest Periods.

(a) Except upon the occurrence and during the continuance of an Event of Default or when Gotham is a Pool Funded Conduit, the Borrower (or the Servicer, on the Borrower’s behalf) in its Borrowing Request may request CP Tranche Periods from time to time to apply to Gotham’s CP Rate Loans, whether they are A-Loans, B-Loans or LC Loans; provided, however, that (i) at any time while Gotham has CP Rate Loans outstanding, at least one CP Tranche Period of Gotham shall mature on each Settlement Date and (ii) no CP Tranche Period of Gotham may extend beyond the applicable Commitment Expiry Date. In addition to the foregoing, except upon the occurrence and during the continuance of an Event of Default, the Borrower (or the Servicer, on the Borrower’s behalf) in its Borrowing Request may request Interest Periods from time to time to apply to the Eurodollar Loans; provided, however, that (x) at any time while any Lender has Eurodollar Loans outstanding, at least one Interest Period of such Lender shall mature on each Settlement Date and (y) no Interest Period of any Lender’s Loan which began prior to the applicable Commitment Expiry Date shall extend beyond such Commitment Expiry Date.

(b) While the Gotham Agent will use reasonable efforts to accommodate the Borrower’s or the Servicer’s requests for CP Tranche Periods except during the continuance of

an Event of Default or when Gotham is acting as Pool Funded Conduit, the Gotham Agent shall have the right to subdivide any requested CP Rate Loan into one or more CP Rate Loans of different CP Tranche Periods, or, if the requested period is not feasible, to suggest an alternative CP Tranche Period. While each of the Co-Agents will use reasonable efforts to accommodate the Borrower’s or the Servicer’s requests for Interest Periods for Eurodollar Loans except during the continuance of an Event of Default, each of the Co-Agents shall have the right to subdivide any requested Eurodollar Loan into one or more Eurodollar Loans with different Interest Periods, or, if the requested period is not feasible, to suggest an alternative Interest Period. Notwithstanding the foregoing, not less than $1,000,000 of Principal may be allocated to any CP Tranche Period or Interest Period of any Lender, and no Alternate Base Rate Loan may have a Principal amount of less than $1,000,000.

(c) The Borrower (or the Servicer, on the Borrower’s behalf) may not request an Interest Period for a Eurodollar Loan unless it shall have given each of the applicable Co-Agent(s) written notice of its desire therefor not later than 12:00 noon (New York City time) at least three (3) Business Days prior to the first day of the desired Interest Period. Accordingly, all Liquidity Fundings shall initially be Alternate Base Rate Loans.

(d) Unless each Co-Agent shall have received written notice by 12:00 noon (New York City time) on the Required Day prior to the last day of a CP Tranche Period that the Borrower intends to reduce the aggregate Principal amount of the CP Rate Loans outstanding, each of the Co-Agents and the Conduits shall be entitled to assume that the Borrower desires to refinance the Principal and Interest of each maturing CP Rate Loan on the last day of its CP Tranche Period with new CP Rate Loans having substantially similar CP Tranche Periods; provided, however, that the Borrower shall remain liable to pay in cash any portion of the Principal or Interest on the maturing CP Rate Loan when due to the extent that the applicable Conduit cannot issue Commercial Paper Notes or avail itself of a Liquidity Funding, in either case, in the precise amount necessary to refinance the maturing CP Rate Loan and the accrued and unpaid Interest thereon.

(e) Unless the Co-Agents shall have received written notice by 12:00 noon (New York City time) on the third (3rd) Business Day prior to the last day of an Interest Period that the Borrower intends to reduce the aggregate Principal amount of the Eurodollar Loans outstanding from the Liquidity Banks, each of the Liquidity Banks shall be entitled to assume that the Borrower desires to refinance its maturing Eurodollar Loans on the last day of such Interest Period with Alternate Base Rate Loans.

Section 2.3               Computation of Concentration Limits and Unpaid Net Balance. The Obligor Concentration Limits and the aggregate Unpaid Net Balance of Private Receivables (as defined in the Sale Agreement) of each Obligor and its Affiliated Obligors (if any) shall be calculated as if each such Obligor and its Affiliated Obligors were one Obligor.

Section 2.4               Maximum Interest Rate. No provision of the Transaction Documents shall require the payment or permit the collection of Interest in excess of the maximum permitted by applicable law.

Section 2.5               Payments and Computations, Etc. 

(a) Payments. All amounts to be paid or deposited by the Borrower or the Servicer (on the Borrower’s behalf) to any of the Agents or Lenders (other than amounts payable under Section

4.2 and other than the proceeds of LC Loans which shall be paid directly to the LC Issuer) shall be paid by wire or electronic transfer of immediately available funds received not later than 1:00 p.m. (New York City time) on the day when due in lawful money of the United States of America to the applicable Co-Agent at its address specified in Schedule 14.2, and, to the extent such payment is for the account of any Lender, the applicable Co-Agent shall promptly disburse such funds to the appropriate Lender(s) in its Group.

(b) Late Payments. To the extent permitted by law, upon demand, the Borrower or the Servicer (on the Borrower’s behalf), as applicable, shall pay to the applicable Co-Agent for the account of each Person in its Group to whom payment of any Obligation is due, Interest on all amounts not paid or deposited by 1:00 p.m. (New York City time) on the date when due (without taking into account any applicable grace period) at the Default Rate.

(c) Method of Computation. All computations of Interest at the Alternate Base Rate or the Default Rate shall be made on the basis of a year of 365 (or, when appropriate, 366) days for the actual number of days (including the first day but excluding the last day) elapsed. All other computations of Interest, and all computations of Servicer’s Fee, any per annum fees payable under Section 4.1 and any other per annum fees payable by the Borrower to the Lenders, the Servicer or any of the Agents under the Transaction Documents shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) elapsed.

(d) Avoidance or Rescission of Payments. To the maximum extent permitted by applicable law, no payment of any Obligation shall be considered to have been paid if at any time such payment is rescinded or must be returned for any reason.

(e) No Deduction. All payments to be made by a Loan Party hereunder shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.

(f) Gross-Up. If a Loan Party shall be required by any Requirement of Law to deduct any Taxes from or in respect of any sum payable under any Transaction Document to any Agent or any Lender, (i) in the case of any Taxes other than Excluded Taxes, the sum payable shall be increased as necessary so that after making all required deductions, such Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions, (iii) such Loan Party shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, such Loan Party shall furnish to the Administrative Agent (which shall forward the same to such Agent or such Lender) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent.

(g) Taxes – Status of Lenders; Refunds. 

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made

without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

(ii) Without limiting the generality of the foregoing,

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

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

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

(2) executed copies of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (x) a “Certificate of Non-Bank Status for Foreign Entities” substantially in the form of Exhibit 3.13(f) to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) executed copies of IRS Form W-8BEN-E; or

(4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a Certificate of Non-Bank Status for Foreign Entities, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a Certificate of Non-Bank Status for Foreign Entities on behalf of each such direct and indirect partner;

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

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

(E) on or prior to the execution of this Agreement, and thereafter upon the reasonable request of the Borrower, each Agent (in its capacity as such) shall provide to the Borrower an IRS Form W-8IMY certifying (I) its status as a qualified intermediary, (II) its assumption of primary U.S. federal income tax withholding responsibility for purposes of chapter 3 and chapter 4 of the Code and (III) its assumption of primary IRS Form 1099 reporting and U.S. federal income backup withholding responsibility.

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

(iii)       In the event that an additional payment is made under Section 2.5(f) for the account of any Recipient and such Recipient, in its reasonable judgment, determines that it has finally and irrevocably received or been granted a credit against or release or remission for, or repayment of, any tax paid or payable by it in respect of or calculated with reference to the deduction or withholding giving rise to such payment, such Recipient shall, to the extent that it determines that it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower such amount as such Recipient shall, in its reasonable judgment, have determined to be attributable to such deduction or withholding and which will leave such Recipient (after such payment) in no worse position than it would have been in if the Borrower had not been required to make such deduction or withholding. Nothing herein contained shall interfere with the right of a Recipient to arrange its tax affairs in whatever manner it thinks fit nor oblige any Recipient to claim any tax credit or to disclose any information relating to its tax affairs or any computations in respect thereof or require any Recipient to do anything

that would prejudice its ability to benefit from any other credits, reliefs, remissions or repayments to which it may be entitled.

Section 2.6               Non-Receipt of Funds by the Co-Agents. Unless a Lender notifies its Co-Agent prior to the date and time on which it is scheduled to fund a Loan that it does not intend to fund, such Co-Agent may assume that such funding will be made and may, but shall not be obligated to, make the amount of such Loan available to the intended recipient in reliance upon such assumption. If such Lender has not in fact funded its Loan proceeds to the applicable Co-Agent, the recipient of such payment shall, on demand by such Co-Agent, repay to such Co-Agent the amount so made available together with Interest thereon in respect of each day during the period commencing on the date such amount was so made available by such Co-Agent until the date such Co-Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day.

Section 2.7               Letters of Credit.

(a) Request for LC Issuance or Modification. Subject to Section 1.1.2, the Borrower shall give the LC Issuer notice prior to 12:00 noon (New York City time) at least three (3) Business Days (or such shorter period as may be reasonably acceptable to the LC Issuer) prior to the proposed date of issuance or Modification of each Letter of Credit, by delivering a signed copy of the related LC Application, with appropriate insertions. The issuance or Modification by the LC Issuer of any Letter of Credit shall, in addition to the conditions precedent set forth in Article IV, be subject to the conditions precedent that such Letter of Credit shall be reasonably satisfactory to the LC Issuer and that the Borrower shall have executed and delivered the LC Application and/or such other instruments and agreements relating to such Letter of Credit as the LC Issuer shall have reasonably requested. The LC Issuer shall promptly notify each of the Co-Agents of the request by the Borrower for issuance or Modification of a Letter of Credit hereunder.

(b) Letter of Credit Terms.

(i) Each Letter of Credit will, among other things, (A) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein, and (B) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than sixteen (16) months after the Scheduled Termination Date (or such longer period of time as may be approved in an Email or other writing by each of the LC Issuer and each Group). If the Borrower so requests in any LC Application, the terms of the related Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Issuer delivers written notice to the Borrower and the beneficiary thereof declining such extension; provided, however, that if (1) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is sixteen (16) months after the Biennial Commitment Expiry Date (or such longer period of time as may be approved in an Email or other writing by each of the LC Issuer and each Co-Agent) or (2) the LC Issuer determines that any condition precedent (including, without limitation, those referenced in Section 2.7(a) hereof) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) are not satisfied (other than any such condition requiring the Borrower to submit an LC

Application in respect thereof), then the LC Issuer, in the case of clause (1) above, may (or, at the written direction of any Committed Lender, shall) or, in the case of clause (2) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Borrower and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended).

(ii) Unless the LC Issuer and the Borrower otherwise agree, when a Letter of Credit is issued, it shall be subject to the version of the Uniform Customs and Practice for Documentary Credits in effect at the time of issuance (UCP), or International Standby Practices 1998 (ISP98), at the LC Issuer’s discretion. If such Letter of Credit includes any provision that does not conform to standard Letter of Credit practice, all provisions of this Agreement, including without limitation those relating to reimbursement and indemnification, shall apply to such Letter of Credit.

(iii) Notwithstanding anything to the contrary set forth in this Agreement, at the request of the Borrower, a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of the Servicer or an Affiliate of the Servicer; provided that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Agreement for such Letter of Credit, and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Letter of Credit.

(c)       Notice of Letter of Credit Request. The Administrative Agent shall promptly notify the LC Issuer and each Committed Lender of the request by the Borrower for a Letter of Credit hereunder.

(d)       Participations. Immediately upon the issuance by the LC Issuer of any Letter of Credit (or any Modification of a Letter of Credit increasing the amount thereof), the LC Issuer shall be deemed to have sold and transferred to each Committed Lender, and each Committed Lender shall be deemed irrevocably and unconditionally to have purchased and received from the LC Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Committed Lender’s Ratable Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Borrower hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Ratable Shares of the Committed Lenders pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 2.7(d) to reflect the new Ratable Shares of the assignor and assignee Committed Lender or of all Committed Lenders with Commitments, as the case may be. The Committed Lenders or their Groups will satisfy their funding obligations under this Section 2.7(d) by funding LC Loans pursuant to Section 2.8(a).

Section 2.8               Disbursements, Reimbursements and LC Advances.

(a)       Notice of Drawings; Reimbursement by the Borrower; LC Advances. In the event of any drawing under a Letter of Credit by the beneficiary or transferee thereof that the LC Issuer determines it is legally obligated to honor, the LC Issuer will promptly notify the Borrower and each Co-Agent of such drawing by written notice in the form of Exhibit 2.8(a)-1 (each, a “Draw Notice”). The Borrower shall reimburse the LC Issuer not later than 10:00 a.m. (New York time) on the Business Day following its receipt of a Draw Notice (such next Business Day, the “Reimbursement Date”) in an amount equal to the amount so paid by the LC Issuer. In the event the Borrower fails to reimburse the LC Issuer for the full amount of any drawing under a Letter of Credit by 10:00 a.m. (New York time) on the

Reimbursement Date, the Borrower will be deemed to have requested that an Advance under the LC Commitment (each such Advance, an “LC Advance”) be made on the Business Day following the applicable Reimbursement Date in a Principal amount equal to such LC Reimbursement Obligation, and the LC Issuer will promptly notify each Co-Agent of such deemed request in writing in the form of Exhibit 2.8(a)-2 hereto (each, an “LC Advance Notice”).

(b)       LC Advances. Upon receipt of an LC Advance Notice, each applicable Co-Agent shall determine whether its Conduit will fund an LC Loan in an amount equal to the portion of the LC Advance specified in such LC Advance Notice, and

(i) PNC severally agrees to make an LC Loan in an amount equal to its Group’s Commitment Percentage of the specified the LC Reimbursement Obligation, on the terms and subject to the conditions hereof, provided that at no time may the aggregate Principal amount of PNC’s Credit Exposure at any one time outstanding exceed the PNC Allocation Limit;

(ii) in the event that Gotham elects not to make an LC Loan in an amount equal to its Group’s Commitment Percentage of the specified the LC Reimbursement Obligation, the Gotham Agent shall promptly notify the Borrower and each of the Liquidity Banks in the Gotham Group, and each of such Liquidity Banks severally agrees to make its Pro Rata Share of such LC Loan to the Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregate Principal amount of Gotham’s and its Liquidity Banks’ Credit Exposure at any one time outstanding exceed the Gotham Allocation Limit; and

(iii) in the event that Atlantic elects not to make an LC Loan in an amount equal to its Group’s Commitment Percentage of the specified the LC Reimbursement Obligation, the Atlantic Agent shall promptly notify the Borrower and each of the Liquidity Banks in the Atlantic Group, and each of such Liquidity Banks severally agrees to make its Pro Rata Share of such LC Loan to the Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregate Principal amount of Gotham’s and its Liquidity Banks’ Credit Exposure at any one time outstanding exceed the Atlantic Allocation Limit.

Notwithstanding the fact that LC Loans are being made to the Borrower, all LC Loans shall be disbursed directly to the LC Issuer for application to the specified LC Reimbursement Obligation on the Borrower’s behalf. If any Group fails to make available to the LC Issuer its LC Loan(s) by 10:00am (NY time) on the Business Day after the Reimbursement Date, then Interest shall accrue on the deficient amount from the Reimbursement Date to the date on which such Group fully-funds its LC Loan(s) (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to PNC’s Loans on and after the fourth day following the Reimbursement Date. Each Committed Lender’s LC Participation Commitment shall continue until the last to occur of any of the following events: (A) the occurrence of the Biennial Commitment Expiry Date or the LC Issuer otherwise ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and effective; or (C) all Persons (other than the Borrower) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Section 2.9               Additional Letter of Credit Provisions; LC Collateral Account.

(a)       The Borrower promises to pay the LC Obligations, together with all LC Fees, LC Fronting Fees and, if applicable, Interest thereon, in accordance with the terms of the Fee Letter and this Section 2.9.

(b)       Upon receipt by the LC Issuer for its account of immediately available funds from or for the account of the Borrower in excess of PNC’s LC Participation Commitment Percentage thereof, the LC Issuer shall promptly distribute any excess to the other Co-Agents.

(c)       If the LC Issuer is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any insolvency proceeding, any portion of the payments made by the Borrower to the LC Issuer pursuant to this Agreement in reimbursement of a payment made under the Letter of Credit or Interest or fee thereon, each Committed Lender shall, on demand of the LC Issuer, forthwith return to the LC Issuer the amount of its Ratable Share of any amounts so returned by the LC Issuer plus Interest at the Federal Funds Rate, from the date the payment was first made to such Committed Lender through, but not including, the date the payment is returned by such Committed Lender.

(d)       If any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections (or by other funds available to the Borrower) in an amount equal to the sum of the Outstanding Face Amount of such Letters of Credit plus Expected LC Fees.

(e)       Funds in the LC Collateral Account will be used to reimburse the LC Issuer and (to the extent they have unreimbursed LC Advances) the applicable Lenders for due and payable fees related to the Letters of Credit and for any draws on the Letters of Credit and LC Advances which have not reimbursed by the Borrower or repaid from Collections. Any funds on deposit in the LC Cash Collateral Account after all Letters of Credit have expired or have been terminated in accordance with their respective terms, all draws on the Letters of Credit have been reimbursed, all LC Advances have been repaid, all fees due and payable with respect to the Letters of Credit have been paid in full, and the LC Facility has been terminated, shall be remitted to the Borrower.

Section 2.10           Documentation and LC Processing Fees. The Borrower agrees to be bound by the terms of the LC Application, by the LC Issuer’s commercially reasonable interpretation of any Letter of Credit issued for the Borrower and by the LC Issuer’s customary practices relating to Letters of Credit, though the LC Issuer’s interpretation of such practices may be different from the Borrower’s own. In the event of a conflict between the LC Application and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful misconduct by the LC Issuer, the LC Issuer shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following the Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto. In addition to any other fees or expenses owing under the Fee Letter or any other Transaction Documents or otherwise pursuant to any LC Application, the Borrower shall pay to the LC Issuer for its own account any LC Processing Fees. LC Processing Fees shall be due and payable upon demand and shall be nonrefundable.

Section 2.11           Determination to Honor Drawing Request. In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, the LC Issuer shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit

have been delivered and that they comply on their face with the requirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth.

Section 2.12           Nature of Participation and LC Reimbursement Obligations. Each Committed Lender’s obligation in accordance with this Agreement to make LC Loans as a result of an unreimbursed drawing under a Letter of Credit, and the obligations of the Borrower to reimburse the LC Issuer upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Article II under all circumstances, including the following circumstances:

(i)       any set-off, counterclaim, recoupment, defense or other right which such Committed Lender may have against the LC Issuer, the Administrative Agent, the Co-Agents, the Lenders, the Borrower or any other Person for any reason whatsoever;

(ii)       the failure of the Borrower or any other Person to comply with the conditions set forth in this Agreement for the making of a purchase, reinvestments, requests for Letters of Credit or otherwise, it being acknowledged that such conditions are not required for the making of LC Advances hereunder;

(iii)       any lack of validity or enforceability of any Letter of Credit or any set-off, counterclaim, recoupment, defense or other right which Borrower, an Originator or any Affiliate thereof on behalf of which a Letter of Credit has been issued may have against the LC Issuer, the Administrative Agent, any Lender, any Co-Agent or any other Person for any reason whatsoever;

(iv)       any claim of breach of warranty that might be made by the Borrower, the LC Issuer or any Committed Lender against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, defense or other right which the Borrower, the LC Issuer or any Committed Lender may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the LC Issuer, any Committed Lender, the Administrative Agent, any Lender or any Co-Agent or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or any Subsidiaries of the Borrower or any Affiliates of the Borrower and the beneficiary for which any Letter of Credit was procured);

(v)       except if the LC Issuer shall have actual knowledge to the contrary: (A) the lack of power or authority of any signer of, or lack of validity, sufficiency, accuracy, enforceability or genuineness of, any draft, demand, instrument, certificate or other document presented under any Letter of Credit, or (B) any such draft, demand, instrument, certificate or other document proving to be forged, fraudulent, invalid, defective or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(vi)       payment by the LC Issuer under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not strictly comply with the terms of such Letter of Credit other than as a result of the gross negligence or willful misconduct of the LC Issuer;

(vii)       the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or

the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;

(viii)       any failure by the LC Issuer or any of the LC Issuer’s Affiliates to issue any Letter of Credit in the form requested by the Borrower, unless the LC Issuer has received written notice from the Borrower of such failure within five (5) Business Days after the LC Issuer shall have furnished the Borrower a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;

(ix)       any Material Adverse Effect;

(x)       any breach of this Agreement or any Transaction Document by any party thereto;

(xi)       the occurrence or continuance of an Event of Bankruptcy with respect to the Borrower, any Originator or the Servicer;

(xii)       the fact that an Event of Default or an Unmatured Default shall have occurred and be continuing;

(xiii)       the fact that this Agreement or the obligations of the Borrower or Servicer hereunder shall have been terminated; and

(xiv)       any other circumstances or happening whatsoever, whether or not similar to any of the foregoing, that might otherwise constitute a suretyship defense.

Nothing contained in this Section 2.12 shall be deemed to relieve the LC Issuer or the Administrative Agent from any claim by the Borrower for the gross negligence or willful misconduct of the LC Issuer in respect of honoring or failing to honor any drawing under any Letter of Credit or otherwise in respect of any Letter of Credit, but any such claim may not be used as a defense to the Borrower’s obligation to reimburse the LC Issuer for such drawing.

Section 2.13           Liability for Acts and Omissions. As between the Borrower, on the one hand, and the Administrative Agent, the LC Issuer, the Co-Agents and the Lenders, on the other, the Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by, the respective beneficiaries of such Letter of Credit. In furtherance and not in limitation of the foregoing, none of the Administrative Agent, the LC Issuer, the Co-Agents or the Lenders shall 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 an 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 (even if the LC Issuer or any Committed Lender shall have been notified thereof); (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) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of the Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, electronic mail, cable, telegraph, telex, facsimile 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 Administrative Agent, the LC Issuer, the Committed Lenders, the Co-Agents and the Lenders, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LC Issuer’s rights or powers hereunder. Nothing contained in the preceding sentence shall relieve the LC Issuer, the Administrative Agent, the Co-Agents or any Lender for such party’s gross negligence, willful misconduct or bad faith (as determined by a court of competent jurisdiction in a final non-appealable judgment) in connection with the actions or omissions described in clauses (i) through (viii) of such sentence, but in no event shall the Administrative Agent, the LC Issuer, the Committed Lenders, the Co-Agents or the Lenders or their respective Affiliates, be liable to the Borrower or any other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.

Without limiting the generality of the foregoing, the Administrative Agent, the LC Issuer, the Committed Lenders, the Co-Agents and the Lenders and each of its Affiliates (i) may rely on any written communication believed in good faith by such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any Interest paid by the LC Issuer or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Administrative Agent, the LC Issuer, the Committed Lenders, the Co-Agents or the Lenders or their respective Affiliates, in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each, an “Order”) and may honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.

In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the LC Issuer under or in connection with any Letter of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put the LC Issuer under any resulting liability to the Borrower, any Committed Lender or any other Person.

Section 2.14           Intended Tax Treatment. All parties to this Agreement covenant and agree to treat any Advance and any drawing on a Letter of Credit under this Agreement as debt for all U.S. federal income tax purposes and to not take any position on any tax return inconsistent with the foregoing, except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of any state, local or foreign law).

ARTICLE III.
SETTLEMENTS

Section 3.1               Reporting.

(a)       Monthly Reports. Not later than the Monthly Reporting Date in each calendar month hereafter, the Servicer shall deliver to each of the Co-Agents, a Monthly Report accompanied by an electronic file in a form reasonably satisfactory to each of the Co-Agents; provided, however, that if an Unmatured Default or an Event of Default shall exist and be continuing, each of the Co-Agents may request that a computation of the Borrowing Base also be made on a date that is not a Monthly Reporting Date and, so long as such request is not made on or within 5 Business Days prior to the last day of any calendar month, the Servicer agrees to provide such computation within 3 Business Days after such request.

(b)       Weekly Reports; Right to Request Cash Collateral Payment. Upon written request of the Administrative Agent, not later than each Weekly Reporting Date occurring at least 14 days after the Servicer’s receipt of such request and continuing until the Administrative Agent gives written notice that it no longer desires Weekly Reports, the Servicer shall deliver to each of the Co-Agents, a Weekly Report of the dollar amount of cash collections and the number of requisitions, in each case, for the second preceding week (the “Report Week”). If the dollar amount of cash Collections or the number of requisitions for the Report Week is less than 50% of the arithmetic average of the corresponding figures for the four immediately preceding Report Weeks, upon request of any of the Co-Agents, the Servicer shall provide a written computation of the Cash Collateral Payment within 3 Business Days after such request.

(c)        Interest; Other Amounts Due. At or before 12:00 noon (New York City time) on the Business Day before each Settlement Date, each of the Co-Agents shall notify the Borrower and the Servicer of (i) the aggregate Principal balance of all Loans that are then outstanding from its Constituents, (ii) its Constituents’ LC Participation Commitment Percentage of the LC Reimbursement Obligations that are then outstanding, and (iii) the aggregate amount of all Principal, Interest and fees that will be due and payable by the Borrower to such Co-Agent for the account of such Co-Agent or its Constituents on such Settlement Date.

Section 3.2               Turnover of Collections; Pre-Termination Waterfall. Without limiting any Agent’s or Lender’s recourse to the Borrower for payment of any and all Obligations:

(a) If any Monthly Report reveals that a mandatory prepayment or Cash Collateral Payment is required under Section 1.5(b), (c), (d) or (e), not later than the 1:00 p.m. (New York City time) on the next succeeding Settlement Date, the Servicer shall turn over to each applicable Co-Agent, for distribution to its Constituents, a portion of the Collections equal to the amount of such required mandatory prepayment and shall turn over to the LC Issuer for deposit into the LC Collateral Account a portion of the Collections equal to the amount of such required Cash Collateral.

(b) If, on any Settlement Date, any Loans are to be voluntarily prepaid in accordance with Section 1.5(a), or if the aggregate Principal amount of the Advances outstanding is to be reduced, the Servicer shall turn over to each of the Co-Agents, for distribution to its Constituents, a portion of the Collections equal to the Groups’ respective Percentages of the aggregate amount of such voluntary prepayment or reduction.

(c) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any Principal of or Interest on any of the Obligations becomes due (whether by acceleration or otherwise) and, in the case of Principal, has not been reborrowed pursuant to Section 1.1 (if permitted), the Servicer shall turn over to each of the Co-Agents, for distribution to their respective Constituents, the Groups’ respective Percentages of a portion of the Collections equal to the aggregate amount of all other Obligations that are due and owing on such date. If the Collections and proceeds of new Loans are insufficient to make all payments required under clauses (a), (b) and (c) and to pay the Servicer’s Fees and, if applicable, all expenses due and owing to any replacement Servicer under Section 8.1(d) (all of the foregoing, collectively, the “Required Amounts”) and the Borrower has made any Demand Advances, the Borrower shall make demand upon Quest Diagnostics for payment of the Demand Advances in an amount equal to the lesser of the Required Amounts or the aggregate outstanding Principal balance of such Demand Advances (plus any accrued and unpaid Interest thereon) and, upon receipt of any such amounts, the Borrower shall pay them to each of the Co-Agents, ratably in accordance with their respective Groups’ Percentages, for distribution in accordance with this Section 3.2.

(d) If the aggregate amount of Collections and payments on Demand Advances received by the Co-Agents on any Settlement Date are insufficient to pay all Required Amounts, the aggregate amount received shall be applied to the items specified in the subclauses below, in the order of priority of such subclauses:

(i)                  to any accrued and unpaid Interest on the Loans that is then due and owing, including any previously accrued Interest which was not paid on its applicable due date;

(ii)                if the Servicer is not the Borrower or an Affiliate thereof, to any accrued and unpaid Servicer’s Fee that is then due and owing to such Servicer, together with any invoiced expenses of the Servicer due and owing pursuant to Section 8.1(d);

(iii)               to the Unused Fee and the Usage Fee accrued during such Accrual Period, plus any previously accrued Unused Fee and Usage Fee not paid on a prior Settlement Date;

(iv)               ratably to the payment of the Principal of any Loans that are then due and owing and to the Cash Collateralization of any Non-Renewing Lender’s Share of the LC Obligations;

(v)                to the payment of LC Processing Fees that are then due and owing.

(vi)               to other Obligations that are then due and owing;

(vii)             if the Servicer is the Borrower, Quest Diagnostics or one of their respective Affiliates, to the accrued and unpaid Servicer’s Fee; and

(viii)           the balance, if any, to the Borrower.

(e) If the Servicer is ever required to deliver a computation of the Cash Collateral Payment pursuant to Section 3.1(b), not later than one (1) Business Day after delivery of such computation, the Borrower shall pay to the applicable Co-Agent an amount equal to its Group’s Percentage of the Cash Collateral Payment to be invested in Permitted Investments selected by such Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d). If the Borrower lacks sufficient funds to make any such Cash Collateral Payment, in whole or in part, the Borrower shall make immediate demand upon Quest Diagnostics for payment of any Demand Advances that are then outstanding, and, upon receipt of any such shortfall amount, the Borrower shall pay each Group’s Percentage of such shortfall amount to the applicable Co-Agent for deposit into a cash collateral account to be invested in Permitted Investments selected by the applicable Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d).

(f) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any Principal of or Interest on any of the Loans becomes due (whether by acceleration pursuant to Section 10.2(a) or 10.2(b) or otherwise), the Servicer shall turn over to each of the Co-Agents, for distribution to the Lenders, a portion of the Collections equal to the aggregate amount of all Obligations that are due and owing on such date.

Section 3.3               Non-Distribution of Servicer’s Fee. Each of the Agents and the other Secured Parties hereby consents to the retention by the Servicer of a portion of the Collections equal to the Servicer’s Fee (and, if applicable, any invoiced expenses of such Servicer that are due and owing pursuant to Section 8.1(d)) so long as the Collections received by the Servicer are sufficient to pay all amounts pursuant to Section 3.2 of a higher priority as specified in such Section.

Section 3.4               Deemed Collections. If as of the last day of any Accrual Period:

(a)       the outstanding aggregate balance of the Net Receivables as reflected in the preceding Monthly Report (net of any positive adjustments) has been reduced for any of the following reasons:

(i)                  as a result of any rejected services, any cash discount or any other adjustment by the applicable Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off), or as a result of any surcharge or other governmental or regulatory action, or

(ii)                as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or

(iii)               on account of the obligation of the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or

(iv)               the Unpaid Net Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than such Receivable becoming a Defaulted Receivable), or

(b)       any of the representations or warranties of the Borrower set forth in Section 6.1(j), (l) or (p) was not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(l) is no longer true with respect to any Receivable,

then, in such event, the Borrower shall be deemed to have received a Collection in an amount equal to (A) the amount of such reduction, cancellation or overstatement, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Unpaid Net Balance of such Receivable in the case of the preceding clause (b).

Section 3.5               Release of Excess Cash Collateral. If on any Settlement Date, the balance in the LC Collateral Account exceeds the amount required, unless an Event of Default or an Unmatured Default Event shall exist and be continuing, the LC Issuer shall release the excess cash collateral to the Borrower.

ARTICLE IV.
FEES AND YIELD PROTECTION

Section 4.1               Fees. Quest Diagnostics or the Borrower, as applicable, shall pay to each of the Agents, the LC Issuer and the Lenders certain fees from time to time in amounts and payable on such dates as are set forth in the Fee Letter.

Section 4.2               Yield Protection.

(a) If any Regulatory Change occurring after the date hereof:

(i)                  shall subject an Affected Party to any Tax, duty or other charge with respect to its Obligations or, as applicable, its Commitment or its Liquidity Commitment, payments to the Affected Party of any Obligations, owed to or funded in whole or in part by it or any other amounts due under this Agreement in respect of its Obligations or, as applicable, its Commitment or its Liquidity Commitment except, in each case, for Taxes other than capital taxes imposed on such Affected Party’s loans, loan principal, Letters of Credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(ii)                shall impose, modify or deem applicable any reserve that was not included in the computation of the applicable Interest Rate, or any special deposit or similar requirement against assets of any Affected Party, deposits or obligations with or for the account of any Affected Party or with or for the account of any affiliate (or entity deemed by the Federal Reserve Board to be an affiliate) of any Affected Party, or credit extended by any Affected Party; or

(iii)               shall affect the amount of capital required or expected to be maintained by any Affected Party; or

(iv)               shall impose any other condition affecting any Obligation owned or funded in whole or in part by any Affected Party, or its rights or obligations, if any, to make Loans or Liquidity Fundings or to issue or participate in Letters of Credit; or

(v)                shall change the rate for, or the manner in which the Federal Deposit Insurance Corporation (or a successor thereto) assesses deposit insurance premiums or similar charges; or

(vi)               shall require any Conduit to be consolidated for financial accounting purposes with any other Person;

and the result of any of the foregoing is or would be:

(x)       to increase the cost to or to impose a cost on (I) an Affected Party funding or making or maintaining any Loan, any Liquidity Funding, any Letter of Credit or participation therein, or any commitment of such Affected Party with respect to any of the foregoing, or (II) the LC Issuer, any of the Agents for continuing its or the Borrower’s relationship with any Affected Party, in each case, in an amount deemed to be material by such Affected Party,

(y)       to reduce the amount of any sum received or receivable by an Affected Party under this Agreement or under the Liquidity Agreement, or

(z)       to reduce the rate of return on such Affected Party’s capital as a consequence of its Commitment, its Liquidity Commitment, the Letters of Credit or such Affected Party’s participation therein, or the Loans made by it to a level below that which such Affected Party could have achieved but for the occurrence of such circumstances,

then, within thirty days after demand by such Affected Party (which demand shall be made not more than 90 days after the date on which the Affected Party obtains actual knowledge of such Regulatory Change and shall be accompanied by a certificate setting forth, in reasonable detail, the basis of such demand and the methodology for calculating, and the calculation of, the amounts claimed by the Affected Party), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such actual additional cost, actual increased cost or actual reduction.

(b)       Each Affected Party will promptly notify the Borrower, the Administrative Agent, the LC Issuer and the applicable Co-Agent of any event of which it has knowledge (including any future event that, in the judgment of such Affected Party, is reasonably certain to occur) which will entitle such Affected Party to compensation pursuant to this Section 4.2; provided, however, no failure to give or delay in giving such notification shall adversely affect the rights of any Affected Party to such compensation unless such notification is given more than 90 days after the Affected Party becomes aware of such Regulatory Change.

(c)        In determining any amount provided for or referred to in this Section 4.2, an Affected Party may use any reasonable averaging and attribution methods (consistent with its ordinary business practices) that it (in its reasonable discretion) shall deem applicable. Any Affected Party when making a claim under this Section 4.2 shall submit to the Borrower the above-referenced certificate as to such actual increased cost or actual reduced return (including calculation thereof in reasonable detail), which statement shall, in the absence of demonstrable error, be conclusive and binding upon the Borrower.

(d)       Each of the Lenders agrees, and shall require each Affected Party to agree that, with reasonable promptness after an officer of such Lender or such Affected Party responsible for administering the Transaction Documents becomes aware that it (x) has become an Affected Party under this Section 4.2, (y) is entitled to receive payments under this Section 4.2, or (z) is or has become subject to U.S. withholding Taxes payable by any Loan Party in respect of its investment hereunder, it will, to the extent not inconsistent with any internal policy of such Person or any applicable legal or regulatory restriction, (i) use all reasonable efforts to make, fund or maintain its commitment or investment hereunder through another branch or office of such Affected Party, or (ii) take such other reasonable measures, if, as a result thereof, the circumstances which would cause such Person to be an Affected Party under this Section 4.2 would cease to exist, or the additional amounts which would otherwise be required to be paid to such Person pursuant to this Section 4.2 would be reduced, or such withholding Taxes would be reduced, and if the making, funding or maintaining of such commitment or investment through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such

commitment or investment or the interests of such Person; provided that such Person will not be obligated to utilize such other lending office pursuant to this Section 4.2 unless the Borrower agrees to pay all incremental out-of-pocket expenses incurred by such Person as a result of utilizing such other office as described in clause (i) above.

(e)       If any Lender makes a claim for compensation under this Section 4.2, the Borrower may propose an Eligible Assignee to the applicable Co-Agent who is willing to accept an assignment of such Lender’s Commitment, Liquidity Commitment, outstanding Loans and interests in the Letters of Credit, as applicable, together with each of its other rights and obligations under the Transaction Documents; provided that any expenses or other amounts which would be owing to such Lender pursuant to any indemnification provision hereof (including, if applicable, Section 4.3) shall be payable by the Borrower as if the Borrower had prepaid the Loans of the assigning Lenders rather than such assigning Lenders having assigned their respective interests hereunder. If such proposed Eligible Assignee is acceptable to the applicable Co-Agent (who shall not unreasonably withhold or delay its approval), the claiming Lender will be obligated to assign all of its rights and obligations to such proposed Eligible Assignee within ten (10) Business Days after such Co-Agent gives its consent to such proposed Eligible Assignee. In addition, if one or more Affected Parties in one of the Groups (but not all of the Groups) requests compensation under Section 4.2(a), the Borrower shall have the right to (i) require all members of the Group to which such claiming part to assign all, but not less than all, of their Commitment(s) and outstanding Obligations, as applicable, by entering into written assignments with one or more Eligible Assignees identified by the Borrower, or (ii) to pay in full of all Obligations (if any) owing to such Group and terminate its Commitment(s) (as applicable). Each assignment pursuant to clause (i) above to an Eligible Assignee (which may include a Constituent of the other Co-Agent) shall become effective on the date specified therein subject to receipt of payment in full on such date for all Obligations, if any, owing to the Group being replaced, and the Group being replaced shall make the requested assignments; provided that any expenses or other amounts which would be owing to such Group pursuant to any indemnification provision hereof shall be payable by the Borrower as if the Borrower had prepaid the Loans of the assigning Group rather than the members of such Group having assigned their respective interests hereunder.

Section 4.3               Funding Losses. In the event that any Lender shall actually incur any actual loss or expense (including any actual loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to make or maintain any Loan or Liquidity Funding) as a result of (i) any payment of Principal with respect to such Lender’s Loan or Liquidity Funding being made on any day other than the scheduled last day of an applicable CP Tranche Period or Interest Period with respect thereto, including, without limitation, because of a payment required by Section 1.4 or a prepayment required by Section 1.5(b), (c) or (d) (it being understood that the foregoing shall not apply to any Alternate Base Rate Loans), or (ii) any Loan not being made in accordance with a request therefor under Section 2.1, then, upon written notice from the applicable Co-Agent to the Administrative Agent, the Borrower and the Servicer, the Borrower shall pay to the Servicer, and the Servicer shall pay to the applicable Co-Agent for the account of such Lender, the amount of such actual loss or expense; provided, however, that in the case of any Pool Funded Conduit, nothing in this Section 4.3 shall duplicate any amount paid to it as Broken Funding Costs. Such written notice (which shall include the methodology for calculating, and the calculation of, the amount of such actual loss or expense, in reasonable detail) shall, in the absence of demonstrable error, be conclusive and binding upon the Borrower and the Servicer.

Section 4.4               Suspension of the Eurodollar Rate (Reserve Adjusted) or LMIR. If any Lender determines that (a) funding any of its Loans at a Eurodollar Rate (Reserve Adjusted) or the LMIR would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority,

whether or not having the force of law, or (b) such Eurodollar Rate (Reserve Adjusted) or LMIR does not accurately reflect the cost of acquiring or maintaining such Loan, then such Lender may suspend the availability of the Eurodollar Rate (Reserve Adjusted) or the LMIR, as applicable, and such Lender’s Loans shall thereafter accrue Interest at the Alternate Base Rate.

ARTICLE V.
CONDITIONS OF CREDIT EVENTS

Section 5.1               [Intentionally deleted].

Section 5.2               Conditions Precedent to All Credit Events. Each Credit Event (including the initial Credit Event under this Agreement but excluding the funding of an LC Advance) shall be subject to the conditions precedent that on the applicable Borrowing Date, each of the following statements shall be true (and the Borrower, by accepting the proceeds of any A-Advance or B-Advance comprising such Credit Event, and each other Loan Party, upon such acceptance by the Borrower, shall be deemed to have certified that):

(a) the representations and warranties contained in Section 6.1 are correct in all respects on and as of the date of such Advance as though made on and as of such day and shall be deemed to have been made on such day (except for such representations which speak only as of an earlier date),

(b) no event has occurred and is continuing, or would result from such Advance, that constitutes an Event of Default or Unmatured Default,

(c) the Termination Date shall not have occurred,

(d) if such Advance is to be funded, in whole or in part, by any Conduit’s Liquidity Banks, such Conduit shall have Liquidity Banks in its Group with sufficient undrawn Commitments in an aggregate amount sufficient to fund the requisite portion of such Advance, and

(e) each of the Co-Agents shall have received (with such receipt to be determined in accordance with Section 14.2 of this Agreement) a timely Borrowing Request in accordance with Section 2.1;

provided, however, the absence of the occurrence and continuance of an Unmatured Default shall not be a condition precedent to any Advance which does not increase the aggregate Principal amount of all Advances outstanding over the aggregate outstanding Principal balance of the Advances as of the opening of business on such day.

ARTICLE VI.
REPRESENTATIONS AND WARRANTIES

Section 6.1               Representations and Warranties of Loan Parties. As of the date hereof and as of the date of each Credit Event, each Loan Party, as to itself, represents and warrants to the Agents and the Lenders as follows:

(a) Ownership of the Borrower. Quest Diagnostics owns, directly or indirectly, all the issued and outstanding Equity Interests of the Borrower, and all of such Equity Interests are fully paid and non-assessable and are free and clear of any Liens.

(b) Existence; Due Qualification; Permits. Each of the Loan Parties: (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (ii) has all requisite corporate power and authority necessary to own its Property and carry on its business as now being conducted; (iii) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary; and (iv) is in compliance with all Requirements of Law, except in the case of clauses (i), (ii), (iii) and (iv) where the failure thereof individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. The Loan Parties hold all governmental permits, licenses, authorizations, consents and approvals necessary for the Loan Parties to own, lease, and operate their respective Properties and to operate their respective businesses as now being conducted (collectively, the “Permits”), except for Permits the failure to obtain which would not have a Material Adverse Effect. None of the Permits has been modified in any way that is reasonably likely to have a Material Adverse Effect. All Permits are in full force and effect except where the failure of such to be in full force and effect would not have a Material Adverse Effect.

(c) Action. Each Loan Party has all necessary corporate or other entity power, authority and legal right to execute, deliver and perform its obligations under each Transaction Document to which it is a party and to consummate the transactions herein and therein contemplated; the execution, delivery and performance by each Loan Party of each Transaction Document to which it is a party and the consummation of the transactions herein and therein contemplated have been duly authorized by all necessary corporate action on its part; and this Agreement has been duly and validly executed and delivered by each Loan Party and constitutes, and each of the other Transaction Documents to which it is a party when executed and delivered by such Loan Party will constitute, its legal, valid and binding obligation, enforceable against each Loan Party in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of general applicability from time to time in effect affecting the enforcement of creditors’ rights and remedies and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(d) Absence of Default. No Unmatured Default or Event of Default has occurred and is continuing.

(e) Noncontravention.

(i)                  None of the execution, delivery and performance by a Loan Party of any Transaction Document to which it is a party nor the consummation of the transactions herein and therein contemplated will (A) conflict with or result in a breach of, or require any consent (which has not been obtained and is in full force and effect) under, an Organic Document of such Loan Party or any applicable Requirement of Law or any order, writ, injunction or decree of any Governmental Authority binding on such Loan Party, or any term or provision of any Contractual Obligation of such Loan Party or (B) constitute (with due notice or lapse of time or both) a default under any such Contractual Obligation, or (C) result in the creation or imposition of any Lien

(except for the Liens created pursuant to the Transaction Documents) upon any Property of such Loan Party pursuant to the terms of any such Contractual Obligation, except with respect to each of the foregoing which could not reasonably be expected to have a Material Adverse Effect and which would not subject any Lender to any material risk of damages or liability to third parties.

(ii)                No Loan Party is in default under any material contract or agreement to which it is a party or by which it is bound, nor, to such Loan Party’s knowledge, does any condition exist that, with notice or lapse of time or both, would constitute such default, excluding in any case such defaults that are not reasonably likely to have a Material Adverse Effect.

(f) No Proceedings. Except as described in Quest Diagnostics’ Form 10-K for the fiscal year ended December 31, 2016 and all filings made with the SEC under the Exchange Act by any Loan Party subsequent thereto prior to the date of this Agreement (copies of which have been provided to each of the Co-Agents or made available on EDGAR):

(i)                  There is no Proceeding (other than any qui tam Proceeding, to which this Section is limited to the best of each Loan Party’s knowledge) pending against, or, to the knowledge of either Loan Party, threatened in writing against or affecting, any Loan Party or any of its respective Properties before any Governmental Authority that, if determined or resolved adversely to such Loan Party, could reasonably be expected to have a Material Adverse Effect.

(ii)                There is (A) no unfair labor practice complaint pending against any Loan Party or, to the best knowledge of each Loan Party, threatened against such Loan Party, before the National Labor Relations Board or any other Governmental Authority, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against such Loan Party or, to the best knowledge of such Loan Party after due inquiry, threatened against such Loan Party, (B) no strike, labor dispute, slowdown or stoppage pending against such Loan Party or, to the best knowledge of Borrower, after due inquiry, threatened against such Loan Party and (C) to the best knowledge of Borrower after due inquiry, no union representation question existing with respect to the employees of such Loan Party and, to the best knowledge of such Loan Party, no union organizing activities are taking place, except such as would not, with respect to any matter specified in clause (A), (B) or (C) above, individually or in the aggregate, have a Material Adverse Effect.

(g) Taxes.

(i)                  Except as would not have a Material Adverse Effect: (A) all tax returns, statements, reports and forms (including estimated Tax or information returns) (collectively, the “Tax Returns”) required to be filed with any taxing authority by, or with respect to, each Loan Party have been timely filed in accordance with all applicable laws; (B) each Loan Party has timely paid or made adequate provision for payment of all Taxes shown as due and payable on Tax Returns that have been so filed, and, as of the time of filing, each Tax Return was accurate and complete and correctly reflected the facts regarding income, business, assets, operations, activities and the status of each Loan Party (other than Taxes which are being contested in good faith and for which adequate reserves are reflected on the financial statements delivered hereunder); and (C) each Loan Party has made adequate provision for all Taxes payable by such Loan Party for which no Tax Return has yet been filed.

(ii)                Except as set forth in Quest Diagnostics’ Annual Report on Form 10-K for the year ended December 31, 2016 and all filings made with the SEC under the Exchange Act by any Loan Party subsequent thereto prior to the date of this Agreement (copies of which have been provided to each of the Co-Agents or made available on EDGAR): (A) as of the date hereof no Loan Party is a member of an affiliated group of corporations within the meaning of Section 1504 of the Code other than an affiliated group of corporations of which Quest Diagnostics is the common parent; and (B) there are no material tax sharing or tax indemnification agreements under which Borrower is required to indemnify another party for a material amount of Taxes.

(h) Government Approvals. No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any securities exchange are necessary for the execution, delivery or performance by any Loan Party of the Transaction Documents to which it is a party or for the legality, validity or enforceability hereof or thereof or for the consummation of the transactions herein and therein contemplated, except for filings and recordings in respect of the Liens created pursuant to the Transaction Documents (all of which have been duly made or delivered to the Administrative Agent’s counsel for filing or may be prepared by the Administrative Agent for filing in accordance with the terms of this Agreement) and except for consents, authorizations and filings that have been obtained or made and are in full force and effect or the failure of which to obtain would not have a Material Adverse Effect.

(i) Financial Statements and Absence of Certain Material Adverse Changes.

(i)                  The information, reports, financial statements, exhibits and schedules furnished in writing by either of the Loan Parties to each of the Co-Agents or Lenders in connection with the negotiation, preparation or delivery of the Transaction Documents, including Quest Diagnostics’ Annual Report on Form 10-K for the year ended December 31, 2016, but in each case excluding all projections, whether prior to or after the date of this Agreement, when taken as a whole, do not, as of the date such information was furnished, contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, not materially misleading; it being understood that certain financial information so furnished, including without limitation information contained in the Weekly Reports and Monthly Reports, has not been prepared in accordance with GAAP and might vary materially from information prepared and presented in accordance with GAAP on the same subject matter. Each Loan Party understands that all such

statements, representations and warranties shall be deemed to have been relied upon by the Lenders as a material inducement to make each extension of credit hereunder.

(ii)                From December 31, 2016 through and including the date hereof, there has been no material adverse change in Quest Diagnostics’ consolidated financial condition, business or operations. Since December 31, 2016, there has been no material adverse change in Quest Diagnostics’ consolidated financial condition, business or operations that has had, or would reasonably be expected to have, a material adverse effect upon its ability to perform its obligations, as an Originator or as Servicer, under the Transaction Documents when and as required, and no material adverse effect on the collectability of any material portion of the Receivables.

(iii)               Since the date hereof, no event has occurred which would have a Material Adverse Effect.

(j) Nature of Receivables. Each Receivable constitutes an Account or a Payment Intangible.

(k) Margin Regulations. The use of all funds obtained by such Loan Party under this Agreement or any other Transaction Document will not conflict with or contravene any of Regulation T, U or X.

(l) Title to Purchased Assets and Quality of Title.

(i)                  Each Purchased Asset has been acquired by the Borrower from an Originator in accordance with the terms of the Sale Agreement, and the Borrower has thereby irrevocably obtained good title to such Purchased Asset and its Related Assets, free and clear of all Adverse Claims (except as created under the Transaction Documents), and the Borrower has the legal right to sell and encumber, such Purchased Asset and the Related Assets. Without limiting the foregoing, there have been duly filed or delivered to the Administrative Agent’s counsel in form suitable for filing, all financing statements and financing statements amendments or other similar instruments or documents necessary under the UCC of all appropriate jurisdictions to perfect the Borrower’s ownership interest in such Purchased Asset.

(ii)                This Agreement creates a valid security interest in the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and, upon filing of the financing statements and amendments described in clause (i), together with UCC termination statements delivered under the Sale Agreement, such security interest will be a first priority perfected security interest.

(iii)               No financing statement executed or otherwise authorized by any Originator or Loan Party or other instrument similar in effect covering any portion of the Collateral is on file in any recording office except such as may be filed (A) in favor of an Originator in accordance with the Contracts, (B) in favor of the Borrower and its assigns in connection with the Sale Agreement, (C) in favor of the Administrative Agent in accordance with this Agreement, (D) in connection with any Lien arising solely as the result of any action taken by the Administrative Agent or one of the Secured Parties, or (E) which shall have been terminated or amended pursuant to UCC financing statements delivered to or prepared by the Administrative Agent hereunder in form suitable for filing in all applicable jurisdictions.

(m) Accurate Reports. No Monthly Report, Weekly Report or computation of Cash Collateral Payment (in each case, if prepared by such Loan Party, or to the extent information therein was supplied by such Loan Party), no other information, exhibit, schedule or information concerning the Collateral furnished or to be furnished verbally or in writing before or after the date of this Agreement, by or on behalf of such Loan Party to each of the Co-Agents or Lenders pursuant to this Agreement was inaccurate in any material respect as of the date it was dated or (except as otherwise disclosed to each of the Co-Agents or the Lenders at such time) as of the date so furnished, or contained or (in the case of information or other materials to be furnished in the future) will contain any material misstatement of fact or omitted or (in the case of information or other materials to be furnished in the future) will omit to state a material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances made or presented (it being understood that the Monthly Reports and Weekly Reports are not prepared in accordance with GAAP and that reports prepared in accordance with GAAP on the same subject matter might vary materially; and certain reconciling information with respect to Purchased Assets will be set forth in the Monthly Report).

(n) Jurisdiction of Organization; Offices. Each Loan Party’s jurisdiction of organization is correctly set forth after its name in the preamble to this Agreement. The principal places of business and chief executive office of the Borrower is located at the addresses set forth on Schedule 6.1(n), and the offices where the Servicer and the Borrower keep all their Records and material Contracts are located at the addresses specified in Schedule 6.1(n) (or at such other locations, notified to each of the Co-Agents in accordance with Section 7.1(f), in jurisdictions where all action required by Section 8.5 has been taken and completed).

(o) Lockboxes and Collection Accounts.

(i) One of the Loan Parties or the applicable Originator has instructed all Obligors of Private Receivables to pay all Collections thereon either (A) by wire transfer, ACH or other electronic funds transfer directly to a Collection Account in the name of the Borrower that at all times after December 31, 2016 is subject to a Collection Account Agreement, or (B) by mail addressed to a Lockbox that clears each Business Day through a Collection Account in the name of the Borrower that meets the requirements of the preceding clause (A). One of the Loan Parties or the applicable Originator has instructed all Obligors of Specified Government Receivables to pay all Collections thereon either (X) by wire transfer, ACH or other electronic funds transfer directly to a Collection Account in the name, and under the control, of the Originator whose services gave rise thereto which is swept each Business Day into a Collection Account in the name of the Borrower that meets the requirements of clause (A) above, or (Y) by mail addressed to a Lockbox that clears each Business Day through a Collection Account in the name, and under the control, of the Originator whose services gave rise thereto which is swept each Business Day into a Collection Account in the name of the Borrower that meets the requirements of clause (A) above. Each of the agreements establishing and governing the maintenance of the Lockboxes and Collection Accounts is in full force and effect, and at all times after December 31, 2016, each of the Collection Accounts in the name of the Borrower is subject to a Collection Account Agreement that is in full force and effect.

(ii) The Borrower has not granted any Person other than the Administrative Agent, control of any Collection Account or any Lockbox, or the right to take control of any of the foregoing at a future time or upon the occurrence of a future event.

(p) Eligible Receivables. Each Receivable included as an Eligible Receivable in the Net Pool Balance in connection with any computation or recomputation of the Borrowing Base is an Eligible Receivable on such date, and each Participation Interest included as an Eligible Participation Interest in the Net Pool Balance in connection with any computation or recomputation of the Borrowing Base is an Eligible Participation Interest on such date.

(q) ERISA. No ERISA Event has occurred or is reasonably expected to occur which could have a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $20.0 million the fair market value of the assets of all such underfunded Pension Plans. Each ERISA Entity is in compliance in all material respects with the presently applicable provisions of ERISA and the Code with respect to each Employee Benefit Plan. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of any of each ERISA Entity to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, would not result in a Material Adverse Effect. All Foreign Plans are in substantial compliance with all Requirements of Law (other than to the extent such failure to comply would not reasonably be expected to have a Material Adverse Effect).

(r) Names. Since its incorporation, the Borrower has not used any legal names, trade names or assumed names other than (i) the name in which it has executed this Agreement, and (ii) any other name to which the Administrative Agent gives its prior written consent (which consent will not be unreasonably withheld or delayed).

(s) Credit and Collection Policy. With respect to the Receivables originated by each of the Originators, each of the applicable Originator, the Borrower and the Servicer has complied in all material respects with the applicable Credit and Collection Policy, and no change has been made to such Credit and Collection Policy since the date of this Agreement which would be reasonably likely to materially and adversely affect the collectability of the Receivables or decrease the credit quality of any newly created Receivables except for such changes as to which each of the Co-Agents has received the notice required under Section 7.2(h) and has given its prior written consent thereto (which consent shall not be unreasonably withheld or delayed).

(t) Payments to Applicable Originator. With respect to each Purchased Asset sold or contributed to the Borrower by any Originator under the Sale Agreement, the Borrower has given reasonably equivalent value to such Originator in consideration for such Purchased Asset and the Related Assets with respect thereto and no such transfer is or may be voidable under any Section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§101 et seq.), as amended (the “Bankruptcy Code”).

(u) Volcker Rule; Investment Company Act; Other Restrictions. Such Loan Party (i) is not a “covered fund” under the Volcker Rule and (ii) is not required to register as, an

“investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute. In determining that such Loan Party is not a covered fund, such Loan Party does not rely solely on the exemption from the definition of “investment company” set forth in Section 3(c)(1) and/or 3(c)(7) of the Investment Company Act of 1940. Such Loan Party is not subject to regulation under any law or regulation which limits its ability to incur Indebtedness, other than Regulation X of the Board of Governors of the Federal Reserve System.

(v) Borrowing Base; Solvency(b). The Borrowing Base is at all times at least equal to the aggregate outstanding Principal balance of the Advances. As of each Borrowing Date, after giving effect to any Loans to be borrowed on such date, the Borrower is and will be Solvent.

(w) Transaction Information. Such Loan Party and its Affiliates (or any third party with which such Loan Party or any Affiliate thereof has contracted) has not delivered, in writing or orally, to any Rating Agency, any Transaction Information without providing such Transaction Information to the applicable Co-Agent prior to delivery to such Rating Agency and has not participated in any oral communications with respect to Transaction Information with any Rating Agency without the participation of such Co-Agent.

(x) Risk Retention. The Originators, individually or through related entities, have collectively retained a material net economic interest in the Receivables in an amount at least equal to the percentage required under, and in a manner permitted by, Paragraph 1 of Article 405 of the European Union Capital Requirements Regulation by reference to the portion of Receivables for which each is the applicable Originator, and have not entered into any credit risk mitigation or any short positions or any other hedge in a manner with respect to such net economic interest, except to the extent permitted by the European Union Risk Retention Requirements.

(y) Anti-Corruption Laws and Sanctions. Policies and procedures have been implemented and maintained by or on behalf of each Loan Party that are designed to ensure compliance by such Loan Party, its Subsidiaries (if any), and such Loan Party’s or Subsidiary’s respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, giving due regard to the nature of such Person’s business and activities, and each Loan Party, its Subsidiaries (if any) and their respective directors, officers and employees and, to the knowledge of such Loan Party, its respective directors, officers, employees and agents acting in any capacity in connection with or directly benefitting from the receivables purchase facility established hereby, are in compliance with Anti-Corruption Laws and applicable Sanctions, in each case in all material respects. Such Loan Party is not, nor is any of its Subsidiaries (if any) or, to the knowledge of such Loan Party, any of their respective directors, officers, employees, or agents that will act in any capacity in connection with or directly benefit from the receivables purchase facility established hereby, is a Sanctioned Person, and such Loan Party is not, nor is any of its Subsidiaries, organized or resident in a Sanctioned Country. No use of proceeds of any Loan by the Borrower in any manner will violate Anti-Corruption Laws or applicable Sanctions.

(z) Anti-Terrorism; Anti-Money Laundering. No part of the proceeds of any Loan hereunder will be used directly or indirectly to fund any operations in, finance any investments