DAVITA INC.

EX-10.1 · NINTH AMENDMENT, DATED AS OF JUNE 8, 2026, TO THAT CERTAIN CREDIT AGREEMENT

EX-10.1
 2
 dva4647631-ex101.htm
 NINTH AMENDMENT, DATED AS OF JUNE 8, 2026, TO THAT CERTAIN CREDIT AGREEMENT

 Exhibit
10.1

 Execution Version

 NINTH AMENDMENT dated as of June 8,
2026 (this “ Amendment ”), to the Credit Agreement (as defined below) among DaVita Inc., as Borrower (the “ Borrower ”),
the other Loan Parties party hereto, each 2026 Incremental Tranche B-2 Term Lender (as defined below) and JPMorgan Chase Bank, N.A.,
as Administrative Agent.

 RECITALS

 A.
 The Borrower, the Lenders party thereto from time to time, the other parties thereto and JPMorgan
Chase Bank, N.A., as Administrative Agent (the “ Administrative Agent ”), Collateral Agent and Swingline Lender, are
party to that certain Credit Agreement dated as of August 12, 2019 (as amended, supplemented or otherwise modified from time to time
prior to the date hereof, the “ Credit Agreement ”).

 B.
 Pursuant to Section 2.24 of the Credit Agreement, the Borrower intends to incur Incremental
Term Loan Commitments in the form of additional Tranche B-2 Term Loans having the same terms as the Tranche B-2 Term Loans in an aggregate
principal amount of $500,000,000 (the “ 2026 Incremental Tranche B-2 Term Loans ”, and the commitments of the 2026 Incremental
Tranche B-2 Term Lenders (as defined below) in respect thereof, the “ 2026 Incremental Tranche B-2 Term Commitments ”)
(for the avoidance of doubt, the Tranche B-2 Term Loans outstanding immediately prior to the Ninth Amendment Effective Date (as defined
below) and the 2026 Incremental Tranche B-2 Term Loans funded on the Ninth Amendment Effective Date shall constitute a single “Class”
and a single “Facility” under the Amended Credit Agreement (as defined below)).

 C. Each
Lender party hereto holding 2026 Incremental Tranche B-2 Term Commitments (each, a “ 2026 Incremental Tranche B-2 Term Lender ”,
and collectively, the “ 2026 Incremental Tranche B-2 Term Lenders ”) has agreed, upon the terms and subject to the conditions
set forth herein, to provide 2026 Incremental Tranche B-2 Term Loans on the Ninth Amendment Effective Date to the Borrower in an aggregate
principal amount equal to its 2026 Incremental Tranche B-2 Term Commitment.

 D. Section
2.24 of the Credit Agreement permits amendment of the Credit Agreement with the consent of the Administrative Agent, the Borrower and
the Lenders making increased or new Commitments, as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect
the provisions of Section 2.24 of the Credit Agreement.

 E. The
Borrower, the Administrative Agent and each 2026 Incremental Tranche B-2 Term Lender have agreed to make certain amendments to the Credit
Agreement in order to give effect to the 2026 Incremental Tranche B-2 Term Commitments, upon the terms and subject to the conditions
set forth herein and in order to effect the foregoing recitals, the Borrower and the other parties hereto desire to amend the Credit
Agreement, subject to the terms and conditions set forth herein.

 F.
 BofA Securities, Inc., Crédit Agricole Corporate and Investment Bank, Goldman Sachs
Bank USA, HSBC Bank USA, N.A., JPMorgan Chase Bank, N.A., MUFG Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia,
Truist Securities, Inc. and Wells Fargo Securities, LLC, will act as the joint lead arrangers and joint bookrunners

 1

 with
respect to this Amendment (the “ Ninth Amendment Arrangers ”) and DNB Carnegie, Inc. and Santander Bank, N.A., will
act as senior managing agents with respect to this Amendment (together with the Ninth Amendment Arrangers, the “ Ninth Amendment
Agents ”).

 AGREEMENTS

 In
consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Borrower, the 2026 Incremental Tranche B-2 Term Lenders and the Administrative Agent hereby agree as follows:

 ARTICLE
I.

 Amendment

 SECTION
1.01. Defined Terms . Capitalized terms used herein (including in the
recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement. The
rules of construction specified in Section 1.3 of the Amended Credit Agreement also apply to this Amendment.

 SECTION
1.02. 2026 Incremental Tranche B-2 Term Commitments.

 (a)
Subject to the terms and conditions set forth herein, on the Ninth Amendment Effective Date, each 2026 Incremental Tranche B-2 Term Lender
agrees to fund a 2026 Incremental Tranche B-2 Term Loan in a principal amount not exceeding such 2026 Incremental Tranche B-2 Term Lender’s
2026 Incremental Tranche B-2 Term Commitment set forth on its signature page hereto. The 2026 Incremental Tranche B-2 Term Loans shall
constitute a single Class of Term Loans with the Tranche B-2 Term Loans outstanding immediately prior to the Ninth Amendment Effective
Date and shall constitute “Tranche B-2 Term Loans” for all purposes under, and subject to the provisions of, the Loan Documents.
The 2026 Incremental Tranche B-2 Term Lenders, the Administrative Agent and the Loan Parties party hereto agree that the 2026 Incremental
Tranche B-2 Term Loans shall constitute “Incremental Term Loans” pursuant to and in accordance with Section 2.24 of the Credit
Agreement. This Amendment (including, for avoidance of doubt, the Amended Credit Agreement attached as Annex A hereto) shall constitute
an Increase Joinder with respect to the 2026 Incremental Tranche B-2 Term Loans pursuant to and in accordance with Section 2.24 of the
Credit Agreement.

 (b)
Each 2026 Incremental Tranche B-2 Term Lender, by delivering its signature page to this Amendment and funding its 2026 Incremental Tranche
B-2 Term Loans on the Ninth Amendment Effective Date shall be deemed to have acknowledged receipt of, and consented to and approved,
each Loan Document and each other document required to be delivered to, or to be approved by or satisfactory to, the Administrative Agent
or any Class of Lenders on the Ninth Amendment Effective Date. The commitments of the 2026 Incremental Tranche B-2 Term Lenders are several,
and no 2026 Incremental Tranche B-2 Term Lender shall be responsible for any other 2026 Incremental Tranche B-2 Term Lender’s failure
to make 2026 Incremental Tranche B-2 Term Loans.

 2

 (c)
Subject to the terms and conditions set forth herein, effective as of the Ninth Amendment Effective Date, for all purposes of the Loan
Documents, (i) the 2026 Incremental Tranche B-2 Term Commitments shall constitute “Tranche B-2 Term Commitments” and “Commitments”,
(ii) the 2026 Incremental Tranche B-2 Term Loans shall constitute “Tranche B-2 Term Loans” and “Term Loans” and
(iii) each 2026 Incremental Tranche B-2 Term Lender shall become a “Tranche B-2 Term Lender”, a “Term Lender”
and a “Lender” (if such 2026 Incremental Tranche B-2 Term Lender is not already a Tranche B-2 Term Lender, Term Lender
or Lender prior to the effectiveness of this Amendment) and shall have all the rights and obligations of a Lender holding a Tranche B-2
Term Commitment (or, following the making of a 2026 Incremental Tranche B-2 Term Loan, a Tranche B-2 Term Loan).

 (d)
The Borrower and the Administrative Agent acknowledge and agree that the borrowing of the 2026 Incremental Tranche B-2 Term Loans pursuant
to this Amendment will constitute a borrowing of Term SOFR Loans with an initial Interest Period beginning on the Ninth Amendment Effective
Date and ending on June 30, 2026, as set forth in the Borrowing Request delivered pursuant to Section 1.04(d).

 SECTION
1.03. Amendment of Credit Agreement . Effective as of the Ninth Amendment Effective Date, the Credit Agreement is hereby amended
to delete the stricken text (indicated textually in the same manner as the following example: stricken
text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text ) as set forth in the Credit Agreement attached as Annex A hereto (the “ Amended Credit Agreement ”).

 SECTION
1.04. Amendment
Effectiveness . The effectiveness of this Amendment (including, without limitation, the obligations of each 2026 Incremental Tranche
B-2 Term Lender to fund a 2026 Incremental Tranche B-2 Term Loan) is subject to the satisfaction of the following conditions precedent
(the first date of such satisfaction, the “ Ninth Amendment Effective Date ”):

 (a)
The Administrative Agent shall have received from (i) the Borrower and each other Loan Party, (ii) each 2026 Incremental Tranche B-2
Term Lender and (iii) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written
evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature
pages) that such parties have signed counterparts of this Amendment;

 (b)
Immediately before and after giving effect to the borrowing of the 2026 Incremental Tranche B-2 Term Loans and the application of the
proceeds thereof on the Ninth Amendment Effective Date, the conditions set forth in paragraphs (b) and (c) of Section 5.2 of
the Credit Agreement shall be satisfied on and as of the Ninth Amendment Effective Date, and the 2026 Incremental Tranche B-2 Term Lenders
shall have received a certificate of a Responsible Officer of the Borrower dated the Ninth Amendment Effective Date to such effect;

 (c)
The Administrative Agent shall have received:

 3

 (i)
a certificate of the secretary or assistant secretary of each Loan Party dated the Ninth Amendment Effective Date, certifying (A) that
either (x) a true and complete copy of each Constitutive Document of such Loan Party was attached to the secretary’s certificate
dated August 12, 2019, February 13, 2020, April 28, 2023, May 9, 2024, August 13, 2024, July 17, 2025 or November 24, 2025, as applicable,
and such Constitutive Documents have not been altered since delivery of such Constitutive Documents on such date or (y) attaching a true
and complete copy of each Constitutive Document of such Loan Party and certifying such Constitutive Documents are in full force and effect
on the Ninth Amendment Effective Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the
Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Amendment and, in the case of the Borrower,
the borrowings hereunder, and that such resolutions have not been further modified, rescinded or amended and are in full force and effect
and (C) as to the incumbency and specimen signature of each officer executing the Amendment or any other document delivered in connection
herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of
the secretary or assistant secretary executing the certificate in this clause (i)), including by reference to the incumbency certificate
previously delivered in connection with the secretary’s certificate dated August 12, 2019, February 13, 2020, April 28, 2023, May
9, 2024, August 13, 2024, July 17, 2025 or November 24, 2025, as applicable; and

 (ii)
a certificate as to the good standing of each Loan Party, to the extent requested by the Administrative Agent, as of a recent date, from
the Secretary of State (or other applicable Governmental Authority) of its state of organization;

 (d)
At least one (1) Business Day prior to the Ninth Amendment Effective Date, the Administrative Agent shall have received a Borrowing Request
in a form reasonably acceptable to the Administrative Agent requesting that the 2026 Incremental Tranche B-2 Term Lenders make the 2026
Incremental Tranche B-2 Term Loans to the Borrower on the Ninth Amendment Effective Date;

 (e)
The Administrative Agent and the Lenders shall have received, sufficiently in advance of the Ninth Amendment Effective Date, all documentation
and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including without limitation, the Patriot Act, and including, without limitation, the information described in
Section 11.17 of the Credit Agreement. At least three (3) days prior to the Ninth Amendment Effective Date, if the Borrower qualifies
as a “legal entity customer” under the Beneficial Ownership Regulation and the Administrative Agent has provided the Borrower
the name of each requesting Lender and its electronic delivery requirements at least ten (10) Business Days prior to the Ninth Amendment
Effective Date, the Administrative Agent and each such Lender requesting a Beneficial Ownership Certification (which request shall be
made through the Administrative Agent) shall have received such Beneficial Ownership Certification;

 (f)
The Administrative Agent and the Ninth Amendment Arrangers shall have received, in immediately available funds, on or prior to the Ninth
Amendment Effective Date (i) all fees required to be paid to them by the Borrower as mutually agreed prior to the Ninth

 4

 Amendment
Effective Date and (ii) payment or reimbursement of all costs, fees, out-of-pocket expenses, compensation and other amounts then due
and payable in connection with this Amendment, including, to the extent invoiced at least one Business Day prior to the Ninth Amendment
Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent;

 (g)
The Administrative Agent shall have received, on behalf of itself, the Collateral Agent and the 2026 Incremental Tranche B-2 Term Lenders,
a favorable written opinion of (i) Sidley Austin, LLP, special counsel for the Loan Parties, and (ii) Kathleen Waters, Chief
Legal Officer of the Borrower, in each case (A) dated the Ninth Amendment Effective Date, (B) addressed to the Administrative
Agent, the Collateral Agent and the 2026 Incremental Tranche B-2 Term Lenders and (C) in form and substance reasonably satisfactory
to the Administrative Agent;

 (h)
The Administrative Agent shall have received a solvency certificate in the form of Exhibit C to the Credit Agreement, dated
the Ninth Amendment Effective Date and signed by the chief financial officer of the Borrower; and

 (i)
After giving pro forma effect to the borrowing of the 2026 Incremental Tranche B-2 Term Loans, as of the date of the most recent financial
statements delivered pursuant to Section 6.1(b) or (c) of the Credit Agreement, the Borrower shall be in compliance with the covenant
set forth in Section 7.16 of the Credit Agreement.

 The
Administrative Agent shall notify the Borrower, the 2026 Incremental Tranche B-2 Term Lenders and the other Lenders of the Ninth Amendment
Effective Date and such notice shall be conclusive and binding.

 ARTICLE
II.

 Miscellaneous

 SECTION
2.01. Representations and Warranties . To induce the other parties
hereto to enter into this Amendment, each Loan Party represents and warrants to each of the Lenders, including the 2026 Incremental Tranche
B-2 Term Lenders, and the Administrative Agent that, as of the Ninth Amendment Effective Date and after giving effect to the transactions
and amendments to occur on the Ninth Amendment Effective Date, this Amendment has been duly authorized, executed and delivered by each
Loan Party and constitutes, and the Credit Agreement, as amended hereby on the Ninth Amendment Effective Date, will constitute, its legal,
valid and binding obligation, enforceable against each of the Loan Parties in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.

 (b)
The representations and warranties of each Loan Party set forth in the Loan Documents are, after giving effect to this Amendment on such
date, true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality”
or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Ninth

 5

 Amendment
Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly
relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such
earlier date), and except that, for purposes of this Section 2.01(b), Section 4.7(a) of the Credit Agreement shall be deemed to refer
to the most recent financial statements furnished pursuant to Sections 6.1(b) or 6.1(c) of the Credit Agreement, as applicable, and Section
4.7(b) of the Credit Agreement shall be deemed to refer to the date of the most recent financial statements delivered pursuant to Section
6.1(b) of the Credit Agreement.

 (c)
After giving effect to this Amendment and the transactions contemplated hereby on the Ninth Amendment Effective Date, no Default or Event
of Default has occurred and is continuing on the Ninth Amendment Effective Date.

 SECTION
2.02. Effect of Amendment; Reaffirmation . (a) This Amendment is not
intended to and shall not constitute a novation of the Credit Agreement or any of the other Loan Documents. Except as expressly set forth
herein, this Amendment (i) shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights
and remedies of, the Lenders, the Issuing Lenders or the Agents under the Credit Agreement or any other Loan Document, and (ii) shall
not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document. Except as expressly set forth herein, each and every term, condition, obligation, covenant and
agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue
in full force and effect. Each Loan Party hereby expressly acknowledges the terms of this Amendment and (except as expressly set forth
herein) reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which such Loan Party is
a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the
transactions contemplated hereby and (ii) such Loan Party’s guarantee of the Obligations under the Guarantee in Section 10.1 of
the Credit Agreement, as applicable, and such Loan Party’s prior grant and the validity of Liens and security interests on the
Collateral to secure the Secured Obligations pursuant to the Security Documents and confirms that all such Liens and security interests
continue in full force and effect to secure the Secured Obligations under the Loan Documents after giving effect to this Amendment. Without
limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to
secure the payment of all Secured Obligations of the Loan Parties under the Loan Documents, as amended by, and after giving effect to,
this Amendment. Each Loan Party hereby consents to this Amendment and confirms that all obligations of the Loan Parties under the Loan
Documents to which the Loan Parties are a party shall continue to apply to the Credit Agreement, including on and after the Ninth Amendment
Effective Date, as amended hereby. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions
of the Credit Agreement or entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the
terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different
circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other
Loan Documents specifically referred to herein.

 6

 (b)
On and after the Ninth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”,
“thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit
Agreement, as amended hereby on the Ninth Amendment Effective Date. This Amendment shall constitute a “Loan Document” for
all purposes of the Credit Agreement and the other Loan Documents.

 (c)
The provisions of Sections 9.3 ( Exculpatory Provisions ), 11.5(b) ( Expenses; Indemnity; Damage Waiver ), 11.13 ( Acknowledgments )
and 11.17 ( USA PATRIOT Act ) of the Amended Credit Agreement are incorporated herein by reference mutatis mutandis and apply to
all of the activities of each Ninth Amendment Arranger in connection with this Amendment (whether prior to, on or after the Ninth Amendment
Effective Date). Anything herein to the contrary notwithstanding, none of the Ninth Amendment Arrangers shall have any powers, duties
or responsibilities under this Amendment or any of the other Loan Documents, except in its capacity as a Ninth Amendment Arranger hereunder.

 SECTION
2.03. Governing Law . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK (INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES THEREOF) . The jurisdiction and waiver of right to trial by jury provisions in Section 11.12 of the
Credit Agreement are incorporated herein by reference mutatis mutandis.

 SECTION
2.04. Costs and Expenses . The Borrower agrees to reimburse the Administrative Agent for its reasonable out of pocket expenses
in connection with this Amendment and the transactions contemplated hereby, including the reasonable fees, charges and disbursements
of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent and the Ninth Amendment Arrangers.

 SECTION
2.05. Counterparts . This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the same instrument. Any signature to this Amendment may be
delivered by facsimile, .pdf, electronic mail or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New
York Electronic Signature and Records Act or other transmission method, and any counterpart so delivered shall be deemed to have been
duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. The Administrative
Agent may require that any such documents and signatures delivered by facsimile, .pdf or other electronic means be confirmed by a manually
signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document
or signature delivered by facsimile, .pdf or other electronic means.

 7

 SECTION
2.06. Headings . The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.

 SECTION
2.07. Tax Fungibility of Tranche B-2 Term Loans . For U.S. federal
and applicable state and local income tax purposes, all of the Tranche B-2 Term Loans (including the 2026 Incremental Tranche B-2 Term
Loans) shall be treated as one fungible tranche of indebtedness.

 [Signature
Pages Follow]

 8

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

 DAVITA INC.

 By: /s/
 Joel Ackerman

 Name: Joel Ackerman

 Title: Chief Financial Officer and Treasurer

 [DVA
- Signature Page to Ninth Amendment]

 GUARANTORS:

 DIALYSIS HOLDINGS, INC.

 DVA OF NEW YORK, INC.

 DVA HEALTHCARE OF MASSACHUSETTS, INC.

 DVA HEALTHCARE RENAL CARE, INC.

 DVA RENAL HEALTHCARE, INC.

 ISD I HOLDING COMPANY, INC.

 ISD II HOLDING COMPANY, INC.

 ISD RENAL, INC.

 PHYSICIANS DIALYSIS ACQUISITIONS, INC.

 RENAL LIFE LINK, INC.

 RENAL TREATMENT CENTERS, INC.

 RENAL TREATMENT CENTERS – CALIFORNIA, INC.

 RENAL TREATMENT CENTERS – ILLINOIS, INC.

 RENAL TREATMENT CENTERS – MID-ATLANTIC, INC.

 RENAL TREATMENT CENTERS – NORTHEAST, INC.

 RENAL TREATMENT CENTERS – WEST, INC.

 TOTAL RENAL CARE, INC.

 TOTAL RENAL LABORATORIES, INC.

 TRC WEST, INC.

 By:
 /s/
 Stephanie N. Berberich

 Name:
 Stephanie
 N. Berberich

 Title:
 Secretary

 RENAL TREATMENT CENTERS - SOUTHEAST, LP

 By:
 Renal
 Treatment Centers, Inc.,

 its
 general partner

 By:
 /s/
 Stephanie N. Berberich

 Name:
 Stephanie
 N. Berberich

 Title:
 Secretary

 [DVA
- Signature Page to Ninth Amendment]

 TOTAL RENAL
 CARE TEXAS LIMITED PARTNERSHIP

 By: Total Renal Care, Inc., its general
 partner

 By:
 /s/ Stephanie N. Berberich

 Name:
 Stephanie N. Berberich

 Title:
 Secretary

 VILLAGEHEALTH
 DM, LLC

 By: Total Renal Care, Inc., its managing
 member

 By:
 /s/
 Stephanie N. Berberich

 Name:
 Stephanie N. Berberich

 Title:
 Secretary

 [Signature Page to Ninth Amendment]

 KNICKERBOCKER DIALYSIS, INC.

 DAVITA OF NEW YORK, INC.

 By:
 /s/ Nicholas M. Gossman

 Name:
 Nicholas M. Gossman

 Title:
 Secretary

 LIBERTY RC, INC.

 By:
 /s/ Nicholas M. Gossman

 Name:
 Nicholas M. Gossman

 Title:
 Treasurer

 [Signature Page to Ninth Amendment]

 JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

 By: /s/ Yonas Zewdie

 Name: Yonas Zewdie

 Title: Vice Precident

 [Signature Page to Ninth Amendment]

 BANK OF AMERICA, N.A.,

 as a 2026 Incremental Tranche B-2 Term Lender

 By:
 /s/ Darren Merten

 Name:
 Darren Merten

 Title:
 Managing Director

 Amount of 2026 Incremental Tranche B-2 Term

Commitment: $500,000,000

 [Signature Page to Ninth Amendment]

 Annex
A

 Amended
Credit Agreement

 Annex
A

 CREDIT AGREEMENT

Dated as of August 12, 2019,

 as amended by the First Amendment, dated as of
February 13, 2020,

 as amended by the Second Amendment, dated as of
April 3, 2023,

 as amended by the Third Amendment, dated as of
April 28, 2023,

 as amended by the Fourth Amendment, dated as of
May 9, 2024,

 as amended by the Fifth Amendment, dated as of
August 7, 2024,

 as amended by the Sixth Amendment, dated as of
August 13, 2024,

 as amended by the Seventh Amendment, dated as of
July 17, 2025, and

 as amended by the Eighth Amendment, dated as of
November 24, 2025 , and

 as
amended by the Ninth Amendment, dated as of June 8, 2026

among

DaVita Inc.,

as Borrower,

The Guarantors Party Hereto,

 The Lenders Party Hereto,

and

JPMorgan Chase Bank, N.A.,

as Administrative Agent, Collateral Agent

 and Swingline Lender,

 JPMorgan Chase Bank, N.A.,

 BofA Securities, Inc.,

 Crédit Agricole Corporate and Investment
Bank,

 Goldman Sachs Bank USA,

 HSBC Bank USA, N.A.,

MUFG Bank, Ltd.,

 Sumitomo Mitsui Banking Corporation,

 The Bank of NovaScotia,

 Truist Securities, Inc. and

 Wells Fargo Bank, National Association,

as

Joint Lead Arrangers and Joint Bookrunners

 DNB Capital LLC and

 Santander Bank, N.A.,

as

Senior Managing Agents

 TABLE OF CONTENTS

 Page

 SECTION 1 DEFINITIONS
 1

 1.1
 Defined Terms
 1

 1.2
 Classification of Loans
 58

 1.3
 Terms Generally
 58

 1.4
 Accounting Terms; GAAP
 58

 1.5
 Resolution of Drafting Ambiguities
 59 58

 1.6
 Exchange Rates; Currency Equivalents; Daily Simple
 RFR Loans
 59

 1.7
 Additional Alternative Currencies
 59

 1.8
 Change of Currency
 60

 1.9
 Certain Conditions, Calculations and Tests
 61

 1.10
 Divisions
 62

 1.11
 Rates
 62

 SECTION 2 AMOUNT AND TERMS OF COMMITMENTS
 63

 2.1
 Term Commitments
 63

 2.2
 Procedure for Term Loan Borrowing
 63

 2.3
 Repayment of Term Loans
 64 63

 2.4
 Revolving Commitments
 64

 2.5
 Procedure for Revolving Loan Borrowing
 65

 2.6
 Swingline Commitment
 66 65

 2.7
 Procedure for Swingline Borrowing; Refunding of
 Swingline Loans
 66

 2.8
 Commitment Fees, etc.
 68

 2.9
 Termination or Reduction of Revolving Commitments
 69

 2.10
 Optional Prepayments
 69

 2.11
 Mandatory Prepayments and Commitment Reductions
 70

 2.12
 Conversion and Continuation Options
 72

 2.13
 Limitations on Term Benchmark Loan Tranches
 73

 2.14
 Interest Rates and Payment Dates
 73

 2.15
 Computation of Interest and Fees
 74

 2.16
 Inability to Determine Interest Rate
 74

 2.17
 Pro Rata Treatment and Payments
 78

 2.18
 Requirements of Law
 80

 2.19
 Taxes
 81

 2.20
 Indemnity
 83

 2.21
 Change of Lending Office
 84

 2.22
 Replacement of Lenders
 84

 2.23
 Repayment of Loans; Evidence of Debt.
 85 84

 2.24
 Increase in Commitments
 85

 2.25
 Extensions of Term Loans and Revolving Commitments
 89 88

 2.26
 Defaulting Lenders
 91

 2.27
 Refinancing Amendments
 92

 - i -

 Page

 SECTION 3 LETTERS OF CREDIT
 94 93

 3.1
 LC Commitment
 94 93

 3.2
 Notice of Issuance, Amendment, Renewal, Extension;
 Certain Conditions
 94

 3.3
 Fees and Other Charges
 95

 3.4
 Participations
 95

 3.5
 Reimbursement
 96 95

 3.6
 Obligations Absolute
 96

 3.7
 Disbursement Procedures
 97

 3.8
 Interim Interest
 97

 3.9
 Replacement of the Issuing Lender
 97

 3.10
 Cash Collateralization
 98 97

 3.11
 Provisions Related to Extended Revolving Commitments
 98

 SECTION 4 REPRESENTATIONS AND WARRANTIES
 99 98

 4.1
 Organization; Power
 99 98

 4.2
 Capital Stock; Subsidiaries
 99

 4.3
 Authorization; No Conflicts
 99

 4.4
 No Approvals
 99

 4.5
 Enforceability
 100 99

 4.6
 Litigation
 100

 4.7
 Financial Statements; Projections
 100

 4.8
 Properties
 100

 4.9
 Intellectual Property
 101 100

 4.10
 No Material Misstatements
 101 100

 4.11
 Margin Stock
 101

 4.12
 Investment Company Act
 101

 4.13
 Solvency
 101

 4.14
 Employee Benefit Plans
 101

 4.15
 Environmental Laws
 102

 4.16
 Taxes
 103 102

 4.17
 Government Reimbursement Programs; Medicare/Medicaid/Tricare
 103

 4.18
 Agreements
 105 104

 4.19
 Use of Proceeds
 105 104

 4.20
 Labor Matters
 105

 4.21
 [Reserved]
 105

 4.22
 Security Documents
 105

 4.23
 Anti-Terrorism and Sanctions
 105

 4.24
 Beneficial Ownership Certification
 106

 SECTION 5 CONDITIONS PRECEDENT
 107 106

 5.1
 Conditions to Initial Credit Extension
 107 106

 5.2
 Conditions to All Credit Extensions
 109

 SECTION 6 AFFIRMATIVE COVENANTS
 110 109

 6.1
 Reporting Requirements
 110

 6.2
 Compliance with Laws, Etc.
 112

 - ii -

 Page

 6.3
 Payment of Taxes, Etc.
 113 112

 6.4
 Compliance with Environmental Laws
 113

 6.5
 Insurance
 113

 6.6
 Preservation of Corporate Existence, Etc.
 113

 6.7
 Visitation Rights
 114 113

 6.8
 Keeping of Books
 114

 6.9
 Maintenance of Properties, Etc.
 114

 6.10
 Transactions with Affiliates
 114

 6.11
 Use of Proceeds
 115 114

 6.12
 Additional Collateral; Additional Guarantors
 115 114

 6.13
 Security Interests; Further Assurances
 115

 6.14
 Ratings
 116

 6.15
 Designation of Subsidiaries
 116

 6.16
 Post-Closing Actions
 117 116

 SECTION 7 NEGATIVE COVENANTS
 117

 7.1
 Liens, Etc.
 117

 7.2
 Debt.
 120 119

 7.3
 Change in Nature of Business
 123

 7.4
 Mergers, Etc.
 123

 7.5
 Sales, Etc., of Assets
 124 123

 7.6
 Investments in Other Persons
 127

 7.7
 Restricted Payments
 131 130

 7.8
 Fiscal Year
 132

 7.9
 Prepayments of Other Debt; Modifications of Constitutive
 Documents and Other Documents, etc.
 132

 7.10
 Negative Pledge
 133

 7.11
 Payment Restrictions Affecting Restricted Subsidiaries
 134 133

 7.12
 [Reserved]
 135 134

 7.13
 [Reserved]
 135 134

 7.14
 Anti-Terrorism Law; Anti-Money Laundering
 135 134

 7.15
 Sanctioned Person
 135

 7.16
 Financial Covenant
 135

 SECTION 8 EVENTS OF DEFAULT
 136 135

 8.1
 Events of Default
 136 135

 8.2
 Application of Proceeds
 138

 SECTION 9 THE AGENTS
 140 139

 9.1
 Appointment and Authority
 140 139

 9.2
 Rights as a Lender
 140 139

 9.3
 Exculpatory Provisions
 140 139

 9.4
 Reliance by Agent
 141 140

 9.5
 Delegation of Duties
 141

 9.6
 Resignation of Agent
 141

 9.7
 Non-Reliance on Agent and Other Lenders
 142 141

 9.8
 No Other Duties, etc.
 142

 - iii -

 Page

 9.9
 Withholding Tax
 143 142

 9.10
 Certain ERISA Matters
 143 142

 9.11
 Erroneous Payments
 144 143

 SECTION 10 GUARANTEE
 146 145

 10.1
 The Guarantee
 146 145

 10.2
 Obligations Unconditional
 146

 10.3
 Reinstatement
 147

 10.4
 Subrogation; Subordination
 148 147

 10.5
 Remedies
 148 147

 10.6
 Instrument for the Payment of Money
 148 147

 10.7
 Continuing Guarantee
 148 147

 10.8
 General Limitation on Guaranteed Obligations
 148 147

 10.9
 Release of Guarantors
 148

 10.10
 Keepwell
 149 148

 SECTION 11 MISCELLANEOUS
 149 148

 11.1
 Amendments and Waivers
 149 148

 11.2
 Notices
 151 150

 11.3
 No Waiver; Cumulative Remedies
 153 152

 11.4
 Survival
 153 152

 11.5
 Expenses; Indemnity; Damage Waiver
 154 153

 11.6
 Successors and Assigns; Participations and Assignments
 155 154

 11.7
 Adjustments; Set-off
 159 158

 11.8
 Counterparts; Integration; Effectiveness; Electronic
 Execution
 159 158

 11.9
 Severability
 161 160

 11.10
 WAIVER OF JURY TRIAL
 161 160

 11.11
 GOVERNING LAW
 161 160

 11.12
 Submission to Jurisdiction; Waivers
 161 160

 11.13
 Acknowledgments
 162 161

 11.14
 Releases of Guarantees and Liens
 162 161

 11.15
 Confidentiality
 162 161

 11.16
 Headings
 163 162

 11.17
 USA PATRIOT Act
 163 162

 11.18
 Interest Rate Limitation
 164 162

 11.19
 Third Party Beneficiary
 164 163

 11.20
 Acknowledgment and Consent to Bail-In of Affected
 Financial Institutions
 164 163

 11.21
 Acknowledgment Regarding Any Supported QFCs
 164 163

 - iv -

 SCHEDULES :

 I
 Commitments

 II
 Specified LC Sublimits

 III
 Guarantors

 IV
 Unrestricted Subsidiaries

 1.1
 Existing Letters of Credit

 4.2
 Subsidiaries

 4.4
 Consents, Authorizations, Filings and Notices

 6.16
 Post-Closing Actions

 7.1(c)
 Existing Liens

 7.2(b)
 Existing Debt and Existing Swap Agreements

 7.6
 Investments

 EXHIBITS :

 A
 [Reserved]

 B
 Form of Compliance Certificate

 C
 Form of Solvency Certificate

 D
 [Reserved]

 E
 Form of Assignment and Assumption

 F
 [Reserved]

 G
 Form of Prepayment Option Notice

 H
 Form of Borrowing Request

 I
 [Reserved]

 J-1 – J-4
 Forms of U.S. Tax Compliance Certificates

 K
 [Reserved]

 L
 Form of Joinder Agreement

 M
 Form of Intercompany Note

 N-1
 Form of Revolving A-2 Loan Note

 N-2
 Form of Tranche A-2 Term Loan Note

 N-3
 [Reserved]

 N-4
 Form of Swingline Note

 N-5
 Form of Tranche B-2 Term Loan Note

 O
 Form of LC Request

 P
 Form of Interest Election Request

 Q
 Form of First Lien Intercreditor Agreement

 - v -

 This CREDIT AGREEMENT, dated
as of August 12, 2019 (as may be amended, restated, supplemented or otherwise modified from time to time, this “ Agreement ”),
among DaVita Inc., a Delaware corporation (the “ Borrower ”), the Guarantors (as defined in Section 1.1 )
party hereto, the several banks and other financial institutions or entities from time to time lenders under this Agreement (the “ Lenders ”),
Bank of America, N.A., Barclays Bank PLC, Credit Suisse Loan Funding LLC, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc.
and SunTrust Bank, as co-documentation agents (in such capacity, the “ Documentation Agents ”), Credit Agricole Corporate
and Investment Bank, JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd., as co-syndication agents (in such capacity, the “ Syndication
Agents ”), and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and swingline lender.

 WITNESSETH:

 WHEREAS, the Borrower, the Guarantors,
the Lenders and the Administrative Agent entered into this Agreement in connection with the consummation of the Transactions, and as of
the Eighth Ninth Amendment
Effective Date, the Borrower intends to refinance the incur
Incremental Term Loan Commitments in the form of Tranche A-1 B-2
Term Loans and Revolving A-1 Commitments outstanding under this Agreement immediately prior to the Eighth
Amendment Effective Date (as hereinafter defined) ;

 WHEREAS, on the Eighth Ninth
Amendment Effective Date, the Borrower has requested the Lenders to extend credit in the form of (a) 2026
Incremental Tranche A B -2
Term Loans on the Eighth Ninth
Amendment Effective Date in an aggregate principal amount of $ 2,000,000,000, (b) Dollar Revolving A-2
Commitments on or after the Eighth Amendment Effective
Date in an aggregate principal amount of $1,200,000,000
and (c) Alternative Currency Revolving A-2 Commitments on or after the Eighth Amendment Effective Date in an aggregate principal amount
of $300,000,000; and 500,000,000; and

 WHEREAS, the proceeds of the
Loans are to be used in accordance with Section 4.19 .

 NOW, THEREFORE, the Lenders
are willing to extend such credit to Borrower and the Issuing Lender is willing to issue letters of credit for the account of Borrower
on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

 SECTION 1

DEFINITIONS

 1.1
 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth
in this Section 1.1 .

 “2026
Incremental Tranche B-2 Term Commitments” shall have the meaning given to such term in the Ninth Amendment. The aggregate amount
of 2026 Incremental Tranche B-2 Term Commitments as of the Ninth Amendment Effective Date is $500,000,000.

 “2026
Incremental Tranche B-2 Term Loans” shall have the meaning given to such term in the Ninth Amendment.

 “ 2030 Senior Notes ”
shall mean the 4.625% Senior Notes due 2030 issued pursuant to the 2030 Senior Notes Indenture, including, without limitation, $2,750,000,000
aggregate principal amount of

 1

 such 4.625% Senior Notes due 2030 outstanding
as of the Eighth Amendment Effective Date and such additional 4.625% Senior Notes due 2030 as may be issued from time to time thereafter.

 “ 2030 Senior Notes
Guarantees ” shall mean the guarantees of the 2030 Senior Notes pursuant to the 2030 Senior Notes Indenture by the guarantors
party to the 2030 Senior Notes Indenture from time to time.

 “ 2030 Senior Notes
Indenture ” shall mean the indenture dated as of June 9, 2020 by and among the Borrower, the guarantors party thereto from time
to time and The Bank of New York Mellon Trust Company, N.A., as trustee, pursuant to which the 2030 Senior Notes were issued, and may
hereafter be issued, as the same may be amended or supplemented from time to time.

 “ 2031 Senior Notes ”
shall mean the 3.750% Senior Notes due 2031 issued pursuant to the 2031 Senior Notes Indenture, including, without limitation, $1,500,000,000
aggregate principal amount of such 3.750% Senior Notes due 2031 outstanding as of the Eighth Amendment Effective Date and such additional
3.750% Senior Notes due 2031 as may be issued from time to time thereafter.

 “ 2031 Senior Notes
Guarantees ” shall mean the guarantees of the 2031 Senior Notes pursuant to the 2031 Senior Notes Indenture by the guarantors
party to the 2031 Senior Notes Indenture from time to time.

 “ 2031 Senior Notes
Indenture ” shall mean the indenture dated as of August 11, 2020 by and among the Borrower, the guarantors party thereto from
time to time and The Bank of New York Mellon Trust Company, N.A., as trustee, pursuant to which the 2031 Senior Notes were issued and
may hereafter be issued, as the same may be amended or supplemented from time to time.

 “ 2032 Senior Notes ”
shall mean the 6.875% Senior Notes due 2032 issued pursuant to the 2032 Senior Notes Indenture, including, without limitation, $1,000,000,000
aggregate principal amount of such 6.875% Senior Notes due 2032 outstanding as of the Eighth Amendment Effective Date and such additional
6.875% Senior Notes due 2032 as may be issued from time to time thereafter.

 “ 2032 Senior Notes
Guarantees ” shall mean the guarantees of the 2032 Senior Notes pursuant to the 2032 Senior Notes Indenture by the guarantors
party to the 2032 Senior Notes Indenture from time to time.

 “ 2032 Senior Notes
Indenture ” shall mean the indenture dated as of August 13, 2024 by and among the Borrower, the guarantors party thereto from
time to time and The Bank of New York Mellon Trust Company, N.A., as trustee, pursuant to which the 2032 Senior Notes were issued and
may hereafter be issued, as the same may be amended or supplemented from time to time.

 “ 2033 Senior Notes ”
shall mean the 6.750% Senior Notes due 2033 issued pursuant to the 2033 Senior Notes Indenture, including, without limitation, $1,000,000,000
aggregate principal amount of such 6.750% Senior Notes due 2033 outstanding as of the Eighth Amendment Effective Date and such additional
6.750% Senior Notes due 2033 as may be issued from time to time thereafter.

 “ 2033 Senior Notes
Guarantees ” shall mean the guarantees of the 2033 Senior Notes pursuant to the 2033 Senior Notes Indenture by the guarantors
party to the 2033 Senior Notes Indenture from time to time.

 2

 “ 2033 Senior Notes
Indenture ” shall mean the indenture dated as of May 23, 2025 by and among the Borrower, the guarantors party thereto from time
to time and Wilmington Trust, National Association, as trustee, pursuant to which the 2033 Senior Notes were issued and may hereafter
be issued, as the same may be amended or supplemented from time to time.

 “ ABR ” shall
mean, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the greatest of (a) the Prime Rate
in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1%, and (c) Term SOFR for a
one-month tenor in effect on such day plus 1%. For purposes hereof: “ Prime Rate ” shall mean the rate of interest
last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such
rate, the highest per annum interest rate published by the Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest
Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined
by the Administrative Agent) or any similar release by the Board (as determined by the Administrative Agent). Each change in the Prime
Rate shall be effective from and including the date such change is publicly announced or quoted as being effective. Any change in the
ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective
day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively; provided that the ABR shall at no time
be less than 0.0% per annum.

 “ ABR Loans ”
shall mean Loans the rate of interest applicable to which is based upon the ABR. ABR Loans shall be denominated in Dollars.

 “ Acquisition Period ”
shall mean any period commencing on the date that a Material Acquisition is consummated through and including the last day of the fourth
full fiscal quarter following the date on which such acquisition is consummated; provided that there shall be at least one full fiscal
quarter between any two Acquisition Periods.

 “ Additional Extended
Tranche B-1 Term Lender ” shall have the meaning given to such term in the Fourth Amendment.

 “ Additional Refinancing
Lender ” shall mean, at any time, any bank, financial institution or other institutional lender or investor (other than any such
bank, financial institution or other institutional lender or investor that is a Lender at such time) that agrees to provide any portion
of Credit Agreement Refinancing Debt pursuant to a Refinancing Amendment in accordance with Section 2.27 ; provided
that each Additional Refinancing Lender shall be subject to the approval of (i) the Administrative Agent, such approval not to be unreasonably
withheld or delayed, to the extent that each such Additional Refinancing Lender is not then an existing Lender, an Affiliate of a then
existing Lender or an Approved Fund, (ii) in the case of any Other Revolving Commitments, the Issuing Lender and the Swingline Lender
and (iii) the Borrower.

 “ Additional Tranche
B-2 Term Lender ” has the meaning assigned thereto in the Seventh Amendment.

 “ Adjustment Date ”
shall have the meaning given to such term in the definition of “Pricing Grid.”

 “ Administrative Agent ”
shall mean (a) prior to the effectiveness of the Agency Transfer Agreement, Wells Fargo Bank, National Association and (b) on and after
the effectiveness of the Agency

 3

 Transfer Agreement, JPMorgan Chase Bank, N.A.,
together with its affiliates, as the arranger of the Commitments and as the administrative agent for the Lenders under this Agreement
and the other Loan Documents, together with any of its successors.

 “ Administrative Questionnaire ”
shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent.

 “ Affected Financial
Institution ” means (a) any EEA Financial Institution, or (b) any UK Financial Institution.

 “ Affiliate ”
shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, “control” of a Person shall mean the power, directly or indirectly, to
direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

 “ Agency Transfer Agreement ”
shall mean that certain Agency Resignation, Appointment and Assumption Agreement, dated as of the Eighth Amendment Effective Date, among
the Borrower, JPMorgan Chase Bank, N.A., as successor Administrative Agent, Collateral Agent and Swingline Lender, and Wells Fargo Bank,
National Association, as resigning Administrative Agent, Collateral Agent and Swingline Lender.

 “ Agents ”
shall mean, collectively, the Syndication Agents, the Documentation Agents, the Collateral Agent, the Administrative Agent, the
Third Amendment Agents, the Fourth Amendment Agents, the Sixth Amendment Agents, the Seventh Amendment Arrangers and ,
the Eighth Amendment Agents and the Ninth Amendment Agents .

 “ Aggregate Exposure ”
shall mean, with respect to any Lender at any time, an amount equal to the sum of (i) the aggregate then unpaid principal amount of such
Lender’s Term Loans and (ii) the amount of such Lender’s Revolving A-2 Commitment then in effect or, if the Revolving A-2
Commitments have been terminated, the amount of such Lender’s Revolving A-2 Extensions of Credit then outstanding.

 “ Aggregate Exposure
Percentage ” shall mean, with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s
Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

 “ Agreement ”
shall have the meaning given to such term in the preamble hereto.

 “ Alternative Currency ”
shall mean each of Dollars, Euro and Sterling and each other currency that is approved in accordance with Section 1.7 .

 “ Alternative Currency
Equivalent ” shall mean, subject to Section 1.6, for any amount, at the time of determination thereof, with respect to any amount
expressed in Dollars, (i) if the applicable Alternative Currency is other than Dollars, the equivalent of such amount thereof in the applicable
Alternative Currency as determined by the Administrative Agent in its sole discretion by reference to the most recent Spot Rate (as determined
as of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars or (ii) if the applicable Alternative
Currency is Dollars, such amount.

 4

 “ Alternative Currency
LC Obligations ” shall mean, at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of
the then outstanding Alternative Currency Letters of Credit and (b) the aggregate amount of all LC Disbursements in respect of Alternative
Currency Letters of Credit that have not then been reimbursed pursuant to Section 3.5 . The Alternative Currency LC Obligations
of any Lender at any time shall be its Alternative Currency Revolving Percentage of the total Alternative Currency LC Obligations at such
time.

 “ Alternative Currency
Letter of Credit ” shall mean each Letter of Credit issued under the Alternative Currency Revolving Facility.

 “ Alternative Currency
Revolving A-2 Commitment ” shall mean, as to any Lender, the obligation of such Lender, if any, to make Alternative Currency
Revolving Loans and participate in Swingline Loans and Alternative Currency Letters of Credit in an aggregate principal and/or face amount
not to exceed the amount set forth opposite such Lender’s name on Schedule 1 to the Eighth Amendment, in an Increase Joinder
or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time
pursuant to the terms hereof.

 “ Alternative Currency
Revolving A-2 Lender ” shall mean each Lender that has an Alternative Currency Revolving A-2 Commitment or holds Alternative
Currency Revolving Loans.

 “ Alternative Currency
Revolving Extensions of Credit ” shall mean, as to any Alternative Currency Revolving A-2 Lender at any time, an amount equal
to the sum of (a) the aggregate principal amount of all Alternative Currency Revolving Loans held by such Lender then outstanding, (b)
such Lender’s Alternative Currency Revolving Percentage of the LC Obligations then outstanding and (c) such Lender’s Alternative
Currency Revolving Percentage of the aggregate principal amount of Swingline Loans then outstanding.

 “ Alternative Currency
Revolving Facility ” shall mean the Alternative Currency Revolving A-2 Commitments and the Alternative Currency Revolving Loans
made thereunder.

 “ Alternative Currency
Revolving Loans ” shall have the meaning given to such term in Section 2.4(a) .

 “ Alternative Currency
Revolving Percentage ” shall mean, as to any Alternative Currency Revolving A-2 Lender at any time, the percentage which such
Lender’s Alternative Currency Revolving A-2 Commitment then constitutes of the Total Alternative Currency Revolving A-2 Commitments
or, at any time after the Alternative Currency Revolving A-2 Commitments shall have expired or terminated, the percentage which the aggregate
principal amount of such Lender’s Alternative Currency Revolving Loans then outstanding constitutes of the aggregate principal amount
of the Alternative Currency Revolving Loans then outstanding; provided that, in the event that the Alternative Currency Revolving
Loans are paid in full prior to the reduction to zero of the Total Alternative Currency Revolving Extensions of Credit, the Alternative
Currency Revolving Percentages shall be the Alternative Currency Revolving Percentages in effect immediately prior to such payment in
full.

 “ Anti-Corruption Laws ”
shall have the meaning given to such term in Section 4.23(a)(ii) .

 “ Anti-Terrorism Laws ”
shall have the meaning given to such term in Section 4.23(a)(i) .

 5

 “ Applicable Margin ”
shall mean, for each Type of Loan, the rate per annum set forth under the relevant column heading below:

 ABR Loans
 EURIBOR Loans,

 Term SOFR

 Loans, SOFR

 Loans or RFR

 Loans

 Revolving A-2 Loans and Swingline Loans
 0.50%
 1.50%

 Tranche A-2 Term Loans
 0.50%
 1.50%

 Tranche B-2 Term Loans
 0.75%
 1.75%

 ; provided that on and after the first
Adjustment Date occurring after the completion of the Fiscal Quarter of the Borrower ending March 31, 2026, the Applicable Margin in respect
of all Loans (other than the Tranche B-2 Term Loans) will be determined pursuant to the Pricing Grid.

 “ Applicable Participants ”
shall mean (i) with respect to any Alternative Currency Letter of Credit, the Alternative Currency Revolving A-2 Lenders and (ii) with
respect to any Dollar Letters of Credit, the Dollar Revolving A-2 Lenders.

 “ Application ”
shall mean an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to open a Letter
of Credit.

 “ Approved
Fund ” shall have the meaning given to such term in Section 11.6(b) .

 “ Asset Sale ”
shall mean any Disposition of property (including sales and issuances of Capital Stock of any Restricted Subsidiary (other than sales
and issuances that do not decrease the percentage ownership of the Borrower and its Restricted Subsidiaries in each class of Capital Stock
of such Restricted Subsidiary)) or series of related Dispositions of property (excluding any such Disposition permitted by clauses (a)
– (e), (g), (h), (i), (j), (l) – (v) of Section 7.5 ) that yields Net Cash Proceeds to any Restricted Company (valued
at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair
market value in the case of other non-cash proceeds) in excess of $75,000,000 ( provided that the issuance and sale of the Borrower’s
stock by the Borrower shall not be deemed an “Asset Sale”).

 “ Assignee ”
shall have the meaning given to such term in Section 11.6( b )(i) .

 “ Assignment and Assumption ”
shall mean an Assignment and Assumption , substantially in the form of Exhibit E .

 “ Attributable Indebtedness ”
means, on any date, in respect of any Financing Lease of any Person, the capitalized amount thereof that would appear on a balance sheet
as debt of such Person prepared as of such date in accordance with GAAP.

 “ Available Alternative
Currency Revolving A-2 Commitment ” shall mean, as to any Alternative Currency Revolving A-2 Lender at any time, an amount equal
to (a) such Lender’s Alternative Currency Revolving A-2 Commitment then in effect minus (b) such Lender’s Alternative Currency

 6

 Revolving Extensions of Credit then outstanding;
 provided that in calculating any Lender’s Alternative Currency Revolving Extensions of Credit for the purpose of determining
such Lender’s Available Alternative Currency Revolving A-2 Commitment pursuant to Section 2.8(a) , the aggregate principal
amount of Swingline Loans then outstanding shall be deemed to be zero.

 “ Available Amount ”
shall mean, at any date of determination (the “ Available Amount Reference Date ”), an amount equal to (a) Cumulative
Consolidated Net Income minus (b) the aggregate sum of (i) Investments made pursuant to Section 7.6(k)(ii) , (ii) the amount
of purchases, redemptions, acquisitions, dividends and distributions made pursuant to Section 7.7(d)(ii) and (iii) the amount of
payments, prepayments, redemptions or acquisitions of Debt pursuant to Section 7.9(a)(ii)(y) , in each case during the period from
and including the Business Day immediately following the Eighth Amendment Effective Date through and including the Available Amount Reference
Date (without taking into account the intended usage of the Available Amount on such Available Amount Reference Date). For the avoidance
of doubt, if the Available Amount is a negative amount, it shall not reduce availability hereunder under any other exception or provision
not based on the Available Amount.

 “ Available Dollar Revolving
A-2 Commitment ” shall mean, as to any Dollar Revolving A-2 Lender at any time, an amount equal to (a) such Lender’s Dollar
Revolving A-2 Commitment then in effect minus (b) such Lender’s Dollar Revolving Extensions of Credit then outstanding.

 “ Available Revolving
A-2 Commitment ” shall mean, collectively, the Available Dollar Revolving A-2 Commitment and the Available Alternative Currency
Revolving A-2 Commitment.

 “ Available Tenor ”
means, as of any date of determination and with respect to any then-current Benchmark for any Currency, as applicable, (a) if such Benchmark
is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period
pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component
thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark,
in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the
definition of “Interest Period” pursuant to Section 2.16(b)(iv) .

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

 “ Bail-In Legislation ”
means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the
Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which
is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act
2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution
of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration
or other insolvency proceedings).

 “ Bankruptcy Event ”
shall mean, with respect to any Person, such Person has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization
or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent,

 7

 has taken any action in furtherance of, or indicating
its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not
result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority
or instrumentality thereof if such ownership interest does not result in or provide such Person with immunity from the jurisdiction of
courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such
Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

 “ Benchmark ”
means, initially, with respect to any (a) Obligations, interest, fees, commissions or other amounts denominated in, or calculated with
respect to, Dollars, the Term SOFR Reference Rate or Daily Simple SOFR, as applicable, (b) Obligations, interest, fees, commissions or
other amounts denominated in, or calculated with respect to, Sterling, the Daily Simple RFR, and (c) Obligations, interest, fees, commissions
or other amounts denominated in, or calculated with respect to, Euros, EURIBOR; provided that if a Benchmark Transition Event has
occurred with respect to the Term SOFR Reference Rate, Daily Simple SOFR, EURIBOR, Daily Simple RFR or the then-current Benchmark for
such Currency, then “Benchmark” means, with respect to such Obligations, interest, fees, commissions or other amounts, the
applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section
2.16(b)(i) .

 “ Benchmark Replacement ”
means, with respect to any Benchmark Transition Event for any then-current Benchmark, the sum of: (a) the alternate benchmark rate that
has been selected by the Administrative Agent and the Borrower as the replacement for such Benchmark giving due consideration to (i) any
selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental
Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for such Benchmark for
syndicated credit facilities denominated in the applicable Currency at such time and (b) the related Benchmark Replacement Adjustment;
 provided that, if such Benchmark Replacement as so determined would be less than 0.00% per annum, such Benchmark Replacement will
be deemed to be 0.00% per annum for the purposes of this Agreement and the other Loan Documents.

 “ Benchmark Replacement
Adjustment ” means, with respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement for
any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be
a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to
(a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing
market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable
Currency.

 “ Benchmark Replacement
Date ” means the earliest to occur of the following events with respect to the then-current Benchmark for any Currency:

 (a) in
the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement
or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component
used in the calculation

 8

 thereof) permanently or indefinitely ceases to
provide all Available Tenors of such Benchmark (or such component thereof); or

 (b) in
the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published
component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such
Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by
reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark
(or such component thereof) continues to be provided on such date.

 For the avoidance of doubt,
the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark
upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark
(or the published component used in the calculation thereof).

 “ Benchmark Transition
Event ” means, with respect to the then-current Benchmark for any Currency, the occurrence of one or more of the following events
with respect to such Benchmark:

 (a) a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is
no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

 (b) a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Board, the Federal Reserve Bank of New York, the central bank for the Currency applicable
to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution
authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency
or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark
(or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently
or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue
to provide any Available Tenor of such Benchmark (or such component thereof); or

 (c) a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not,
or as of a specified future date will not be, representative.

 For the avoidance of doubt,
a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication
of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component
used in the calculation thereof).

 9

 “ Benchmark Transition
Start Date ” means, with respect to any Benchmark for any Currency, in the case of a Benchmark Transition Event, the earlier
of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information
of a prospective event, the 90 th day prior to the expected date of such event as of such public statement or publication of
information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of
such statement or publication).

 “ Benchmark Unavailability
Period ” means, with respect to any then-current Benchmark for any Currency, the period (if any) (x) beginning at the time that
a Benchmark Replacement Date with respect to such Benchmark pursuant to clauses (a) or (b) of that definition has occurred if, at such
time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section
2.16(b)(i) and (v) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under
any Loan Document in accordance with Section 2.16(b)(i) .

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

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

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

 “ Benefitted Lender ”
shall have the meaning given to such term in Section 11.7(a) .

 “ Board ” shall
mean the Board of Governors of the Federal Reserve System of the United States (or any successor).

 “ Board of Directors ”
shall mean, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, (ii) in the
case of any limited liability company, the board of managers of such Person, (iii) in the case of any partnership, the Board of Directors
of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing.

 “ Borrower ”
shall have the meaning given to such term in the preamble hereto.

 “ Borrowing Date ”
shall mean any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

 “ Borrowing Request ”
shall mean a Borrowing Request substantially in the form of Exhibit H .

 “ Business Day ”
shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law
to close and, in each case,

 (a) if
such day relates to any interest rate settings as to a Term SOFR Loan denominated in Dollars, any fundings, disbursements, settlements
and payments in Dollars in

 10

 respect of any such Term SOFR Loan,
or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Term SOFR Loan, means any such day
except a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members
be closed for the entire day for purposes of trading in United States government securities;

 (b) if
such day relates to any interest rate settings as to a SOFR Loan denominated in Dollars, any fundings, disbursements, settlements and
payments in Dollars in respect of any such SOFR Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in
respect of any such SOFR Loan, means any such day except a day on which the Securities Industry and Financial Markets Association recommends
that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

 (c) if
such day relates to any interest rate settings as to a EURIBOR Loan denominated in Euro, any fundings, disbursements, settlements and
payments in Euro in respect of any such EURIBOR Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect
of any such EURIBOR Loan, means a TARGET Day; and

 (d) if
such day relates to any interest rate settings as to an RFR Loan denominated in Sterling, any fundings, disbursements, settlements and
payments in Sterling in respect of any such RFR Loan, or any other dealings in Sterling to be carried out pursuant to this Agreement in
respect of any such RFR Loan, means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for
general business in London.

 “ Capital Assets ”
shall mean, with respect to any Person, all equipment, fixed assets and Real Property or improvements of such Person, or replacements
or substitutions therefor or additions thereto that, in accordance with GAAP, have been or should be reflected as additions to property,
plant or equipment on the balance sheet of such Person.

 “ Capital Expenditures ”
shall mean, with respect to any Person for any period, all expenditures made directly or indirectly by such Person during such period
for Capital Assets related to acquiring, maintaining, replacing or repairing existing property or assets (including any Dialysis Facility)
of such Person (whether paid in cash or other consideration or accrued as a liability), but, for the avoidance of doubt, excluding any
Investments permitted by Section 7.6(e) and (f) . For purposes of this definition, the purchase price of equipment or other
fixed assets that are purchased simultaneously with the trade-in of existing assets or with insurance proceeds shall be included in Capital
Expenditures only to the extent of the amount by which such purchase price exceeds the credit granted by the seller of such assets for
the assets being traded in at such time or the amount of such insurance proceeds, as the case may be.

 “ Capital Stock ”
shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation,
any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase
any of the foregoing.

 “ Captive Insurance
Subsidiary ” shall mean, any Subsidiary that is regulated as an insurance company by a state health, financing, insurance or
human services agency in the United States.

 11

 “ Cash Equivalents ”
shall mean (a) securities with maturities of one year or less from the date of acquisition, or floating rate securities with longer maturities
but rate resets within a year, issued, fully guaranteed or insured by the United States of America (or any agency or instrumentality thereof),
or any foreign government or supranational organization, rated AAA by S&P and Aaa by Moody’s, (b) securities with maturities
of one year or less from the date of acquisition issued, fully guaranteed by any State of the United States of America or any political
subdivision thereof either (i) rated at least AA- or SP1 by S&P or Aa3 or MIG1 by Moody’s, or carrying an equivalent rating
by a nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of investments or (ii) fully
collateralized by securities described in clause (a) and/or cash, (c) certificates of deposit, time deposits, overnight bank deposits,
bankers’ acceptances and repurchase agreements issued by a Qualified Issuer or fully insured or guaranteed by the United States
of America (or any agency or instrumentality thereof) to the extent the same are backed by the full faith and credit of the United States
of America having maturities of one year or less from the date of acquisition, (d) commercial paper or corporate bonds of an issuer rated
at least A-2 by S&P or P-2 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency if both of
the two named rating agencies cease publishing ratings of investments, and having maturities of 270 days or less from the date of acquisition,
(e) money market accounts or funds, mutual funds, or funds exempt from SEC registration, a substantial portion of the assets of which
constitute Cash Equivalents described in clauses (a) through (d) above, with, issued by or managed by Qualified Issuers, (f) money market
accounts or funds, mutual funds, or funds exempt from SEC registration, a substantial portion of the assets of which constitute Cash Equivalents
described in clauses (a) through (d) above, which money market accounts or funds have net assets of not less than $500,000,000 and have
the highest rating available of either S&P or Moody’s, or carrying an equivalent rating by a nationally recognized rating agency
if both of the two named rating agencies cease publishing ratings of investments and (g) money market accounts or funds rated at least
AA by S&P and at least Aa by Moody’s.

 “ Cash Management Agreement ”
shall mean any agreement to provide cash management services, including treasury, depository, overdraft, purchasing card, travel and entertainment
card, credit or debit card, electronic funds transfer and other cash management arrangements.

 “ Cash Management Bank ”
shall mean any Person that, at the time it enters into a Cash Management Agreement (or with respect to Cash Management Agreements existing
on the Closing Date, on the Closing Date), is the Administrative Agent, a Lender or an Affiliate of the Administrative Agent or a Lender,
in its capacity as a party to such Cash Management Agreement.

 “ CERCLA ”
shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et
seq ., and all implementing regulations.

 “ Change in Law ”
shall have the meaning given to such term in Section 2.18 (b) .

 “ Change of Control ”
shall mean at any time:

 (a) any
“person” or “group” (each as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than a Permitted
Holder (i) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of Voting
Interests in the Borrower (including through securities convertible into or exchangeable for such Voting Interests) representing 35% or
more of the combined voting power of all of the Voting Interests in the Borrower (on a fully diluted basis) or (ii) otherwise has the
ability, directly or indirectly, to elect a majority of the Board of Directors of the Borrower;

 12

 (b) during
any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Borrower
(together with any new directors whose election to such Board of Directors or whose nomination for election was approved by a vote of
a majority of the members of the Board of Directors of the Borrower, which members comprising such majority were either directors at the
beginning of such period or were elected or nominated by such directors) have ceased for any reason to constitute a majority of the Board
of Directors of the Borrower; or

 (c) the
occurrence of a Specified Change of Control;

 provided that notwithstanding the foregoing
the occurrence of a reorganization that results in all the Capital Stock of the Borrower being held by a Parent Entity shall not result
in a Change of Control, so long as the shareholders of the Parent Entity immediately after such reorganization are substantially the same
as the shareholders of the Borrower (with substantially equivalent ownership percentages) immediately preceding such reorganization.

 “ Charges ”
 shall have the meaning given to such term in Section 11.18 .

 “ Class ,”
when used in reference to any Loan or borrowing, refers to whether such Loan, or the Loans comprising such borrowing, are Dollar Revolving
Loans, Alternative Currency Revolving Loans, Tranche A-2 Term Loans, Tranche B-2 Term Loans (including, for the avoidance of doubt, the
 Incremental Tranche B-2 Term Loans and the 2026 Incremental Tranche
B-2 Term Loans), Incremental Term Loans, Extended Term Loans, Other Revolving Loans or Other Term Loans; when used in reference to any
Commitment, refers to whether such Commitment is a Tranche A-2 Term Commitment, Tranche B-2 Term Commitment (including, for the avoidance
of doubt, the Incremental Tranche B-2 Term Commitments and the 2026 Incremental
Tranche B-2 Term Commitments ), Dollar Revolving A-2 Commitment, Alternative Currency Revolving A-2 Commitment, Incremental Term
Loan Commitment, Increased Revolving Commitment, Extended Revolving Commitment, Other Term Loan Commitment or Other Revolving Commitment;
and, when used in reference to any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class.

 “ Closing Date ”
shall mean the date on which the conditions precedent set forth in Sections 5.1 and 5.2 shall have been satisfied or waived.

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

 “ Collateral ”
shall mean the Collateral as defined in the Security Agreement and all other property of the Loan Parties, now owned or hereafter acquired,
or in which a Loan Party otherwise has rights, title or interest, upon which a Lien is purported to be created by any Security Document.

 “ Collateral Agent ”
shall mean (a) prior to the effectiveness of the Agency Transfer Agreement, Wells Fargo Bank, National Association, in its capacity as
collateral agent for the Secured Parties and the Issuing Lender, and (b) on and after the effectiveness of the Agency Transfer Agreement,
JPMorgan Chase Bank, N.A., in its capacity as collateral agent for the Secured Parties and the Issuing Lender, and its successors.

 “ Commitment ”
shall mean, as to any Lender, the sum of the Tranche A-2 Term Commitment, the Tranche B-2 Term Commitment (including, for the avoidance
of doubt, the Incremental

 13

 Tranche B-2 Term Commitment and
the 2026 Incremental Tranche B-2 Term Commitment ) and the Revolving A-2 Commitment of such Lender and any Commitment extended by
such Lender as provided in Section 2.24 .

 “ Commitment Fee Rate ”
shall mean 0.20% per annum; provided that on and after the first Adjustment Date occurring after the completion of the Fiscal Quarter
of the Borrower ending March 31, 2026, the Commitment Fee Rate will be determined pursuant to the Pricing Grid.

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

 “ Communications ”
shall have the meaning given to such term in Section 11 .2(d) .

 “ Compliance Certificate ”
shall mean a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B .

 “ Conduit Lender ”
shall mean any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required
to be made by such Lender and designated by such Lender in a written instrument; provided that the designation by any Lender of
a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason,
its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and
responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and
 provided , further , that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.18 ,
 2.19 , 2.20 or 11.5 than the designating Lender would have been entitled to receive in respect of the extensions of
credit made by such Conduit Lender or (b) be deemed to have any Commitment.

 “ Confidential Healthcare
Information ” shall have the meaning provided in Section 6.7 .

 “ Conforming Changes ”
means, with respect to the use or administration of an initial Benchmark or the use, administration, adoption or implementation of any
Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR”,
the definition of “Business Day,” the definition of “Interest Period” or any similar or analogous definition (or
the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest,
timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the
applicability of Section 2.20 and other technical, administrative or operational matters) that the Administrative Agent reasonably
decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof
by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent reasonably decides
that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent reasonably determines
that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent
reasonably decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

 “ Consolidated ”
or “ consolidated ” shall mean the consolidation of accounts in accordance with GAAP.

 14

 “ Consolidated EBITDA ”
shall mean with respect to any Person for any period, the amount equal to the sum of (a) the Consolidated Net Income of such Person and
its Restricted Subsidiaries for such period plus (b) the sum of each of the following expenses that have been deducted in the determination
of the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period: (i) the Consolidated Interest Expense of
such Person and its Restricted Subsidiaries for such period and any cash charges for refinancing any of the Obligations, (ii) all income
tax expense (whether federal, state, local, foreign or otherwise) of such Person and its Restricted Subsidiaries for such period, (iii)
all depreciation expense of such Person and its Restricted Subsidiaries for such period, (iv) all amortization expense of such Person
and its Restricted Subsidiaries for such period, (v) cash fees, expenses, charges, debt extinguishment costs and other costs incurred
in connection with the Transactions, (vi) all non-cash charges, write-downs, expenses, losses or items otherwise deducted in determining
the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period (excluding any non-cash charge that results
in an accrual of a reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period
not included in the calculation); provided that for any period, the amount of non-cash charges arising from the write-off of current
assets shall not be included in this subclause (vi), (vii) consolidated expenses for valuation adjustments or impairment charges, (viii)
all expenses and charges relating to non-controlling interests and equity income in Restricted Subsidiaries, (ix) all extraordinary
losses subtracted in determining the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, (x) any losses
of a Person (other than a Restricted Subsidiary) in which the Borrower or any of its Restricted Subsidiaries has an ownership interest
that is accounted for using the equity method, (xi) cash fees, expenses, charges, debt extinguishment costs and other costs incurred in
connection with any Investments permitted by Section 7.6(e), (f), (i), (j) or (o) and any sale, lease transfer or other disposition of
assets permitted by Section 7.5(f), (g), (h), (i), (j), (k) or (m), (xii) cash expenses attributable to the early extinguishment or conversion
of Debt (including deferred financing expenses written off and premiums paid), (xiii) unusual or nonrecurring losses or charges for such
period, (xiv) pro forma “run rate” cost savings, operating expense reductions, costs, charges and expenses in connection with
operational improvements and cost synergies that are reasonably identifiable and factually supportable (in the good faith determination
of the Borrower) related to any permitted acquisition, investment, disposition, operating improvement, restructuring, cost savings initiative,
any similar initiative (including the renegotiation of contracts and other arrangements) and/or specified transaction, net of the amount
of actual benefits realized during such period from such actions; provided that such cost savings, operating expense reductions,
costs, charges and expenses in connection with operational improvements and cost synergies are expected by the Borrower in good faith
to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in
the good faith determination of the Borrower) within 18 months of the consummation of such transaction or the taking of such initiative;
 provided , further that the aggregate amount that may be added back pursuant to this clause (xiv) (including pursuant to
the definition of “Pro Forma Basis”) shall not exceed 20% of Consolidated EBITDA of such Person and its Restricted Subsidiaries
for such period (as calculated prior to giving effect to such adjustments) (any such amounts added back pursuant to this clause (xiv),
“ Permitted Cost Savings ”), and (xv) any costs, charges and expenses in connection with severance arrangements, minus
(c) all extraordinary gains added in determining the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period,
 minus (d) the aggregate amount of all non-cash items increasing Consolidated Net Income (other than the accrual of revenue or recording
of receivables in the ordinary course of business)for such period, minus (e) unusual or nonrecurring gains for such period.

 Unless the context otherwise
requires, each reference to “Consolidated EBITDA” in this Agreement shall be deemed to refer to the Consolidated EBITDA of
the Borrower and the Restricted Subsidiaries.

 15

 Consolidated EBITDA shall be
calculated on a Pro Forma Basis to give effect to Specified Transactions that have been made at any time on or after the first day of
the Measurement Period thereof but prior to or contemporaneously with the event for which the calculation is made (such date, the “ Reference
Date ”) as if each such Specified Transaction had been consummated on the day prior to the first day of such period. Notwithstanding
anything to the contrary contained in this paragraph, when calculating the Leverage Ratio for purposes of (i) the Pricing Grid and (ii)
determining actual compliance (and not compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.16 , (A) any
Specified Transactions that occurred subsequent to the end of the applicable Measurement Period shall not be given pro forma effect
and (B) such calculations shall be based on the financial statements delivered pursuant to Section 6.1(b) or (c) , as
applicable, for the relevant Measurement Period.

 “ Consolidated Interest
Expense ” shall mean, with respect to any Person for any period, the gross interest expense accrued on all Debt of such Person
and its Restricted Subsidiaries during such period, determined on a Consolidated basis and in accordance with GAAP for such period, including,
without limitation, (a) in the case of the Borrower, all fees paid or payable pursuant to Section 2.8 , (b) commissions, discounts
and other fees and charges paid or payable in connection with letters of credit (including, without limitation, the Letters of Credit),
(c) all amortization of original issue discount in respect of all Debt of such Person and its Restricted Subsidiaries, (d) all dividends
on Redeemable Preferred Interests, to the extent paid or payable in cash, (e) commissions, discounts, yield and other fees and charges
incurred in connection with any Permitted Receivables Financing which are payable to any Person other than the Borrower or a Guarantor,
(f) imputed interest on Financing Lease Obligations of the Borrower and its Restricted Subsidiaries for such period (but excluding, for
the avoidance of doubt, any lease, rental or other expense in connection with a Non-Financing Lease Obligation) and (g) cash contributions
to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest
or fees to any Person (other than such Person and its Restricted Subsidiaries) in connection with Debt incurred by such plan or trust,
minus interest income of the Borrower and its Restricted Subsidiaries received upon cash and Cash Equivalents during such period.

 For purposes of this definition,
interest on a Financing Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the
rate of interest implicit in such Financing Lease Obligation in accordance with GAAP (or, if not implicit, as otherwise determined in
accordance with GAAP).

 “ Consolidated Net Income ”
shall mean, for any period, the consolidated net income (or net loss) of the Restricted Companies, determined on a Consolidated basis
in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date
it becomes a Restricted Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Restricted Subsidiaries
( provided that such income (or deficit) may be included in pro forma calculations as otherwise provided in this Agreement), (b) the
income (or deficit) of any Person (other than a Restricted Subsidiary of the Borrower) in which the Borrower or any of its Restricted
Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Restricted
Subsidiary in the form of dividends or similar distributions and (c) solely for purposes of calculating the Cumulative Consolidated Net
Income, the undistributed earnings of any Restricted Subsidiary of the Borrower to the extent that the declaration or payment of dividends
or similar distributions by such Restricted Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other
than under any Loan Document) or Requirement of Law applicable to such Restricted Subsidiary.

 16

 “ Consolidated Tangible
Assets ” shall mean, with respect to any Person, the consolidated assets of such Person and its Restricted Subsidiaries as determined
in accordance with GAAP (and if applicable as appearing within the Required Financial Information) minus goodwill and other amortizable
intangible assets.

 “ Constitutive Documents ”
shall mean, with respect to any Person, the certificate of incorporation or registration (including, if applicable, certificate of change
of name), articles of incorporation or association, memorandum of association, charter, bylaws, certificate of limited partnership, partnership
agreement, trust agreement, joint venture agreement, certificate of formation, articles of organization, limited liability company operating
or members agreement, joint venture agreement or one or more similar agreements, instruments or documents constituting the organizational
or governing documents of such Person.

 “ Contingent
Obligation ” shall mean, with respect to any Person, any obligation or arrangement of such Person to guarantee or intended
to guarantee any Debt, (“ primary obligations ”) of any other Person (the “ primary obligor ”) in
any manner, whether directly or indirectly, including, without limitation, (a) the direct or indirect guarantee, endorsement (other
than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by
such Person of the primary obligations of a primary obligor, (b) the obligation to make take-or-pay or similar payments, if
required, regardless of non-performance by any other party or parties to an agreement or (c) any obligation of such Person, whether
or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor,
(ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital,
equity capital, net worth or other balance sheet condition or any income statement condition of the primary obligor or otherwise to
maintain the solvency of the primary obligor, (iii) to purchase, lease or otherwise acquire property, assets, securities or services
primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment
of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in
respect thereof. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount
of the primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary
obligation for which such Person may be liable pursuant to the terms of the agreement, instrument or other document evidencing such
Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming
such Person is required to perform thereunder), as determined by such Person in good faith.

 “ Continuing Tranche
B-2 Term Lender ” has the meaning assigned thereto in the Seventh Amendment.

 “ Contractual Obligation ”
shall mean, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking
to which such Person is a party or by which it or any of its property is bound.

 “ Control ”
shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ownership of voting securities, by contract or otherwise, and the terms “ Controlling ” and “ Controlled ”
shall have meanings correlative thereto.

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 “ Controlled Foreign
Subsidiary ” means any Subsidiary of the Borrower that is a “controlled foreign corporation” within the meaning of
Section 957 of the Code.

 “ Conversion ”
has the meaning assigned thereto in the Seventh Amendment.

 “ Credit Agreement Refinancing
Debt ” shall mean (a) Permitted First Priority Refinancing Debt, (b) Permitted Second Priority Refinancing Debt, (c) Permitted
Unsecured Refinancing Debt or (d) other Debt incurred pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise
obtained (including by means of the extension or renewal of existing Debt) in exchange for, or to extend, renew, replace, repurchase,
retire or refinance, in whole or part, existing Term Loans, existing Revolving A-2 Loans (or unused Revolving A-2 Commitments), or any
then-existing Credit Agreement Refinancing Debt (collectively, “ Refinanced Debt ”); provided that (i) such Debt
has a maturity no earlier than, and a Weighted Average Life to Maturity equal to or greater than, the Refinanced Debt, (ii) such Debt
shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any)
and penalties thereon and reasonable fees and expenses associated with the refinancing, (iii) the terms and conditions of such Debt (except
as otherwise provided in clause (ii) above and with respect to pricing, premiums and optional prepayment or redemption terms) are substantially
identical to, or (taken as a whole) are not more materially favorable, taken as a whole, to the lenders or holders providing such Debt
in the good faith determination of the Borrower than, those applicable to the Refinanced Debt being refinanced (except (i) for covenants
or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Debt or (ii) to the extent
such materially more favorable terms, taken as a whole, in the good faith determination of the Borrower, are incorporated into this Agreement
and the other Loan Documents for the benefit of all Lenders), (iv) such Debt is not at any time guaranteed by any Subsidiaries other
than Subsidiaries that are Guarantors, (v) such Debt does not have scheduled amortization payments of principal or payments of principal
and is not subject to mandatory redemption, repurchase, prepayment, sinking fund obligations or prepayments at the option of the holders
thereof (except customary asset sale or change of control provisions that provide for the prior repayment in full of the Loans and all
other Obligations), in each case prior to the Latest Maturity Date at the time such Debt is incurred, (vi) to the extent secured, the
security agreements relating to such Debt are substantially the same as or more favorable to the Loan Parties than the Security Documents
(with such differences as are reasonably satisfactory to the Administrative Agent) and (vii) such Refinanced Debt shall be repaid,
repurchased, retired, defeased or satisfied and discharged, and all accrued interest, fees, premiums (if any) and penalties in connection
therewith shall be paid, on the date such Credit Agreement Refinancing Debt is issued, incurred or obtained.

 “ Credit Extension ”
shall mean, as the context may require, (i) the making of a Loan by a Lender or (ii) the issuance of any Letter of Credit, or the
amendment, extension or renewal of any existing Letter of Credit, by the Issuing Lender.

 “ Credit Party ”
shall mean the Administrative Agent, the Issuing Lender, the Swingline Lender or any other Lender.

 “ Cumulative Consolidated
Net Income ” shall mean, as of any date, 50% of the cumulative Consolidated Net Income (or, if such Cumulative Consolidated Net
Income shall be a loss, 100% of such loss) of the Restricted Companies since the fiscal quarter ending June 30, 2017 to the end of the
last fiscal period (taken as one accounting period) for which financial statements have been provided to the Lenders pursuant to Section 6.1(b)
or (c) prior to such date.

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 “ Currencies ”
means Dollars and each other Alternative Currency, and “ Currency ” means any of such Currencies.

 “ Daily Simple RFR ”
means, for any day (an “ RFR Rate Day ”), a rate per annum equal to, for any Obligations, interest, fees, commissions
or other amounts denominated in, or calculated with respect to Sterling, the greater of (i) SONIA for the day (such day, a “ Sterling
RFR Determination Day ”) that is five (5) Business Days prior to (A) if such RFR Rate Day is a Business Day, such RFR Rate Day
or (B) if such RFR Rate Day is not a Business Day, the Business Day immediately preceding such RFR Rate Day, in each case, as such SONIA
is published by the SONIA Administrator on the SONIA Administrator’s Website; provided that if by 5:00 p.m. (London time)
on the second (2 nd ) Business Day immediately following any Sterling RFR Determination Day, SONIA in respect of such Sterling
RFR Determination Day has not been published on the SONIA Administrator’s Website and a Benchmark Replacement Date with respect
to the Daily Simple RFR for Sterling has not occurred, then SONIA for such Sterling RFR Determination Day will be SONIA as published in
respect of the first preceding Business Day for which such SONIA was published on the SONIA Administrator’s Website; provided
further that SONIA as determined pursuant to this proviso shall be utilized for purposes of calculation of Daily Simple RFR for no
more than three (3) consecutive RFR Rate Days and (ii) 0.00% per annum.

 “ Daily Simple RFR Loan ”
means, with respect to Revolving A-2 Loans, any Loan that bears interest at a rate based on Daily Simple RFR.

 “ Daily Simple SOFR ” means,
for any day (a “ SOFR Rate Day ”), a rate per annum equal to SOFR for the day (such day, a “ SOFR Determination
Day ”) that is five (5) Business Days prior to (i) if such SOFR Rate Day is a Business Day, such SOFR Rate Day or (ii) if such
SOFR Rate Day is not a Business Day, the Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published
by the SOFR Administrator on the SOFR Administrator’s Website. If by 5:00 p.m. on the second (2nd) Business Day immediately following
any SOFR Determination Day, SOFR in respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website
and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will
be SOFR as published in respect of the first preceding Business Day for which such SOFR was published on the SOFR Administrator’s
Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple
SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective
from and including the effective date of such change in SOFR without notice to the Borrower; provided , further , that if
Daily Simple SOFR as so determined shall ever be less than 0.00% per annum, then Daily Simple SOFR shall be deemed to be 0.00% per annum.

 “ Debt ” shall
mean, with respect to any Person (without duplication), (a) all indebtedness of such Person for borrowed money, (b) all Obligations of
such Person for the deferred purchase price of property or services (other than current trade payables or other accrued liabilities incurred
in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures
or other similar instruments, or upon which interest payments are customarily made, (d) all obligations of such Person created or arising
under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights
and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property),
(e) all Attributable Indebtedness of such Person, (f) all obligations, contingent or otherwise, of such Person under acceptance, letter
of credit or similar facilities (excluding reimbursement obligations thereunder to the extent issued in relation to trade payables and
that are discharged within 30 days after they become due), (g) the amount of

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 all obligations of such Person with respect to
the redemption, repayment or other repurchase of any Redeemable Preferred Interest, valued at the greater of its voluntary or involuntary
liquidation preference plus accrued and unpaid dividends, (h) for purposes of Section 7.2 and 8.1(f) only, all net
obligations of such Person in respect of Swap Agreements, take-or-pay agreements or other similar arrangements, (i) all obligations of
such Person under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing if
the transaction giving rise to such obligation is considered indebtedness for borrowed money for tax purposes but is classified as an
operating lease in accordance with GAAP, (j) all Contingent Obligations of such Person, and (k) all indebtedness and other payment obligations
referred to in clauses (a) through (i) above of another Person secured by (or for which the holder of such indebtedness or other payment
obligations has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts
and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness
or other payment obligations; provided that for the purposes of this subclause (k) the amount thereof shall be equal to the lesser
of (i) the amount of such indebtedness or other payment obligations and (ii) the fair market value of the property subject to such Lien;
and provided further that, for the avoidance of doubt and without any implication to the contrary, Non-Financing Lease Obligations
shall not constitute Debt for purposes of this Agreement. The Debt of any Person shall include the Debt of any other entity (including
any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s
ownership interest in or other relationship with such entity, except to the extent the terms of such Debt expressly provide that such
Person is not liable therefor. To the extent not otherwise included, Debt shall include the amount of any Permitted Receivables Financing.
For the avoidance of doubt, and without any implication to the contrary, no Intercompany Receivables or any transactions giving rise thereto
shall constitute Debt.

 “ Default ”
shall mean any Event of Default, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

 “ Defaulting Lender ”
shall mean any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion
of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party
any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative
Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding
(specifically identified and including the particular default, if any) has not been satisfied, or, in the case of clause (iii) above,
such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith dispute concerning
the amount of costs and expenses claimed by the Administrative Agent to be reimbursed pursuant to Section 11.5(c) , (b) has
notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect
to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position
is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular
default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to
extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification
in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations)
to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement; provided
that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification
in form and substance satisfactory to it and the Administrative Agent; or (d) has, or has a direct

 20

 or indirect parent company that has, in any such
case (i) become the subject of a Bankruptcy Event, or (ii) become the subject of a Bail-In Action.

 “ Denver Headquarters ”
shall mean that certain Real Property owned by the Borrower and located at 2000 16 th Street, Denver, Colorado.

 “ Denver Headquarters
II ” shall mean that certain Real Property owned by the Borrower and located at 2001 16 th Street, Denver, Colorado.

 “ Designated Non-Cash
Consideration ” shall mean the fair market value of non-cash consideration as determined by the Borrower in good faith received
by the Borrower or any of its Restricted Subsidiaries in connection with a lease, sale, transfer or other disposition of any assets pursuant
to Section 7.5(f) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of
the Borrower, setting forth the basis of such valuation.

 “ Designated Prepayment
Amount ” shall have the meaning given to such term in Section 2.11(e) .

 “ Dialysis Facilities ”
shall have the meaning given to such term in Section 4.17(a) .

 “ Disposition ”
shall mean, with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof.
The terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

 “ Disqualified Lenders ”
shall mean those Persons who are competitors of the Borrower and who are identified in writing to the Administrative Agent for further
distribution to the Lenders; provided that, with respect to any competitor identified in writing to the Administrative Agent (by
email to JPMDQ_Contact@jpmorgan.com) after the Closing Date, if the Required Lenders instruct the Administrative Agent to object to such
competitor within 60 days after receipt of such identification by the Borrower, such competitor shall not be a “Disqualified Lender”
hereunder; provided , further , that any additional designation permitted by the foregoing shall not apply retroactively to
any (i) pending assignment or participation to any pending lender or pending participant or (ii) prior assignment or participation to
any Lender or Participant that was permitted under the terms of this Agreement at the time of such assignment or participation.

 “ Division ”
shall have the meaning given to such term in Section 1.10 .

 “ DMG Sale ”
shall mean the sale of the Capital Stock of DaVita Medical Holdings, LLC, certain other Subsidiaries and affiliates of the Borrower and
other transactions pursuant to that certain Equity Purchase Agreement dated as of December 5, 2017, as amended by that certain First Amendment
to the Equity Purchase Agreement, dated as of September 20, 2018 and that certain Second Amendment to the Equity Purchase Agreement, dated
as of December 11, 2018, by and among the Borrower Collaborative Care Holdings, LLC, and solely with respect to Section 9.13 and Section
9.18 thereof, UnitedHealth Group Incorporated.

 “ Documentation Agents ”
shall have the meaning given to such term in the preamble hereto.

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 “ Dollar Equivalent ”
shall mean, subject to Section 1.6, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars,
such amount, and (b) if such amount is expressed in an Alternative Currency (other than Dollars), the equivalent of such amount in Dollars
as determined by the Administrative Agent at such time in its sole discretion by reference to the most recent Spot Rate for such Alternative
Currency (as determined as of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

 “ Dollars ”
and “ $ ” shall mean lawful currency of the United States.

 “ Dollar LC Obligations ”
shall mean, at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Dollar
Letters of Credit and (b) the aggregate amount of all LC Disbursements in respect of Dollar Letters of Credit that have not then been
reimbursed pursuant to Section 3.5 . The Dollar LC Obligations of any Dollar Revolving A-2 Lender at any time shall be its Dollar
Revolving Percentage of the total Dollar LC Obligations at such time.

 “ Dollar Letter of Credit ”
shall mean each Letter of Credit issued under the Dollar Revolving Facility.

 “ Dollar Revolving A-2
Commitment ” shall mean, as to any Lender, the obligation of such Lender, if any, to make Dollar Revolving Loans and to participate
in Dollar Letters of Credit hereunder in an aggregate principal and/or face amount not to exceed the amount set forth opposite such Lender’s
name on Schedule 1 to the Eighth Amendment, in an Increase Joinder or in the Assignment and Assumption pursuant to which such
Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.

 “ Dollar Revolving A-2
Lender ” shall mean each Lender that has a Dollar Revolving A-2 Commitment or holds Dollar Revolving Loans.

 “ Dollar Revolving Extensions
of Credit ” shall mean, as to any Dollar Revolving A-2 Lender at any time, an amount equal to the sum of (a) aggregate principal
amount of all Dollar Revolving Loans held by such Lender then outstanding and (b) such Lender’s Dollar Revolving Percentage of the
LC Obligations then outstanding.

 “ Dollar Revolving Facility ”
shall mean the Dollar Revolving A-2 Commitments and the Dollar Revolving Loans made thereunder.

 “ Dollar Revolving Loans ”
shall have the meaning given to such term in Section 2.4(a) .

 “ Dollar Revolving Percentage ”
shall mean, as to any Dollar Revolving A-2 Lender at any time, the percentage which such Lender’s Dollar Revolving A-2 Commitment
then constitutes of the Total Dollar Revolving A-2 Commitments or, at any time after the Dollar Revolving A-2 Commitments shall have expired
or terminated, the percentage which the aggregate principal amount of such Lender’s Dollar Revolving Loans then outstanding constitutes
of the aggregate principal amount of the Dollar Revolving Loans then outstanding; provided that, in the event that the Dollar Revolving
Loans are paid in full prior to the reduction to zero of the Total Dollar Revolving Extensions of Credit, the Dollar Revolving Percentages
shall be the Dollar Revolving Percentages in effect immediately prior to such payment in full.

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 “ Domestic Person ”
shall mean a Person that is organized under the laws of, or whose property is located in, a jurisdiction within the United States.

 “ Domestic Subsidiary ”
shall mean any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States.

 “ Domestic Wholly Owned
Subsidiary ” shall mean any Domestic Subsidiary of the Borrower all of the Capital Stock of which (other than directors’
qualifying shares required by law) is owned by Borrower directly and/or through other Domestic Wholly Owned Subsidiaries.

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

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

 “ EEA Resolution Authority ”
means any public administrative authority or any Person entrusted with public administrative authority of…