FOURTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

 

Exhibit 10.3

 

 

 

TABLE OF CONTENTS
			P AGE
ARTICLE I. THE CREDIT			7
Section 1.1	The Facility		7
Section 1.2	Funding Mechanics; Liquidity Fundings		8
Section 1.3	Interest Rates		9
Section 1.4	Payment Dates; Absence of Notes to Evidence Loans		10
Section 1.5	Prepayments		10
Section 1.6	Reductions in Aggregate Commitment		11
Section 1.7	Distribution of Certain Notices; Notification of Interest Rates		12
ARTICLE II. BORROWING AND PAYMENT MECHANICS; CERTAIN
COMPUTATIONS			12
Section 2.1	Method of Borrowing		12
Section 2.2	Selection of CP Tranche Periods and Interest Periods		12
Section 2.3	Computation of Concentration Limits and Unpaid Net Balance		13
Section 2.4	Maximum Interest Rate		13
Section 2.5	Payments and Computations, Etc		13
(a) Payments			13
(b) Late Payments			14
(c) Method of Computation			14
(d) Avoidance or Rescission of Payments			14
Section 2.6	Non-Receipt of Funds by the Co Agents		14
ARTICLE III. SETTLEMENTS			14
Section 3.1	Reporting		14
(a) Monthly Reports			14
(b) Weekly Reports; Right to Request Cash Collateral Payment			15
(c) Interest; Other Amounts Due			15
Section 3.2	Turnover of Collections		15
Section 3.3	Non-Distribution of Servicer’s Fee		17
Section 3.4	Deemed Collections		17
ARTICLE IV. FEES AND YIELD PROTECTION			18
Section 4.1	Fees		18
Section 4.2	Yield Protection		18
Section 4.3	Funding Losses		21
ARTICLE V. CONDITIONS OF ADVANCES			21
Section 5.1	Conditions Precedent to Restatement Effectiveness		21

 

 

Section 5.2	Conditions Precedent to All Advances		22
ARTICLE VI. REPRESENTATIONS AND WARRANTIES			23
Section 6.1	Representations and Warranties of Loan Parties		23
(a) Ownership of the Borrower			23
(b) Existence; Due Qualification; Permits			23
(c) Action			24
(d) Absence of Default			24
(e) Noncontravention			24
(f) No Proceedings			25
(g) Taxes			25
(h) Government Approvals			26
(i) Financial Statements and Absence of Certain Material Adverse
Changes			26
(j) Nature of Receivables			26
(k) Margin Regulations			26
(l) Title to Receivables and Quality of Title			27
(m) Accurate Reports			27
(n) Jurisdiction of Organization; Offices			27
(o) Lockboxes and Collection Accounts			28
(p) Eligible Receivables			28
(q) ERISA			28
(r) Names			29
(s) Credit and Collection Policy			29
(t) Payments to Applicable Originator			29
(u) Investment Company Act; Public Utility Holding Company Act; Other
Restrictions			29
(v) Borrowing Base; Solvency			29
ARTICLE VII. GENERAL COVENANTS OF LOAN PARTIES			29
Section 7.1	Affirmative Covenants of Loan Parties		29
(a) Compliance With Laws, Etc			29
(b) Preservation of Existence			29
(c) Audits			30
(d) Keeping of Records and Books of Account			30
(e) Performance and Compliance with Receivables, Invoices and
Contracts			30
(f) Jurisdiction of Organization; Location of Records			30
(g) Credit and Collection Policies			31
(h) Sale Agreement			31
(i) Collections			31
(j) Further Assurances			31
Section 7.2	Reporting Requirements of Loan Parties		32
(a) Quarterly Financial Statements			32
(b) Annual Financial Statements			32

 

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(c) Reports to SEC and Exchanges			32
(d) ERISA			32
(e) Events of Default, etc			32
(f) Litigation			32
(g) Reviews of Receivables			33
(h) Change in Business or Credit and Collection Policy			33
(i) Downgrade			33
(j) Other			33
Section 7.3	Negative Covenants of Loan Parties		33
(a) Sales, Liens, Etc			33
(b) Extension or Amendment of Receivables			33
(c) Change in Business or Credit and Collection Policy			33
(d) Change in Payment Instructions to Obligors			34
(e) Deposits to Accounts			34
(f) Changes to Other Documents			34
(g) Restricted Payments by the Borrower			34
(h) Borrower Indebtedness			34
(i) Prohibition on Additional Negative Pledges			35
(j) Name Change, Offices, Records and Books of Accounts			35
(k) Mergers, Consolidations and Acquisitions			35
(l) Disposition of Receivables and Related Assets			35
(m) Borrowing Base			35
Section 7.4	Separate Existence of the Borrower		35
ARTICLE VIII. ADMINISTRATION AND COLLECTION			38
Section 8.1	Designation of Servicer		38
(a) Quest Diagnostics as Initial Servicer			38
(b) Successor Notice; Servicer Transfer Events			38
(c) Subcontracts			38
(d) Expense Indemnity after a Servicer Transfer Event			39
Section 8.2	Duties of Servicer		39
(a) Appointment; Duties in General			39
(b) Segregation of Collections			39
(c) Modification of Receivables			39
(d) Contracts and Records			39
(e) Certain Duties to the Borrower			39
(f) Termination			40
(g) Power of Attorney			40
Section 8.3	Rights of the Agents		40
(a) Notice to Obligors			40
(b) Notice to Collection Banks			40
(c) Rights on Servicer Transfer Event			40
Section 8.4	Responsibilities of Loan Parties		41
(a) Contracts			41
(b) Limitation of Liability			41
Section 8.5	Further Action Evidencing the Security Interest		42

 

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Section 8.6	Application of Collections		42
ARTICLE IX. SECURITY INTEREST			42
Section 9.1	Grant of Security Interest		42
Section 9.2	Termination after Final Payout Date		42
Section 9.3	Limitation on Rights to Collateral Proceeds		43
ARTICLE X. EVENTS OF DEFAULT			43
Section 10.1	Events of Default		43
Section 10.2	Remedies		45
(a) Optional Acceleration			45
(b) Automatic Acceleration			46
(c) Additional Remedies			46
ARTICLE XI. THE AGENTS			46
Section 11.1	Appointment		46
Section 11.2	Delegation of Duties		47
Section 11.3	Exculpatory Provisions		47
Section 11.4	Reliance by Agents		47
Section 11.5	Notice of Events of Default		48
Section 11.6	Non-Reliance on Other Agents and Lenders		48
Section 11.7	Indemnification of Agents		49
Section 11.8	Agents in their Individual Capacities		49
Section 11.9	[Reserved]		49
Section 11.10	Conflict Waivers		49
Section 11.11	UCC Filings		50
ARTICLE XII. ASSIGNMENTS AND PARTICIPATIONS			50
Section 12.1	Restrictions on Assignments, etc		50
Section 12.2	Rights of Assignees and Participants		51
Section 12.3	Terms and Evidence of Assignment		51
ARTICLE XIII. INDEMNIFICATION			52
Section 13.1	Indemnities by the Borrower		52
(a) General Indemnity			52
(b) Contest of Tax Claim; After-Tax Basis			54
(c) Contribution			54
Section 13.2	Indemnities by Servicer		55
ARTICLE XIV. MISCELLANEOUS			55
Section 14.1	Amendments, Etc		55
Section 14.2	Notices, Etc		56

 

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Section 14.3	No Waiver; Remedies		56
Section 14.4	Binding Effect; Survival		57
Section 14.5	Costs, Expenses and Stamp Taxes		57
Section 14.6	No Proceedings		58
Section 14.7	Confidentiality of Borrower Information		58
Section 14.8	Confidentiality of Program Information		59
(a) Confidential Information			59
(b) Availability of Confidential Information			60
(c) Legal Compulsion to Disclose			60
(d) Survival			60
Section 14.9	Captions and Cross References		60
Section 14.10	Integration		60
Section 14.11	Governing Law		60
Section 14.12	Waiver Of Jury Trial		61
Section 14.13	Consent To Jurisdiction; Waiver Of Immunities		61
Section 14.14	Business Associate Agreement; Health Care Data Privacy and
	Security Requirements		61
(a) Definitions			61
(b) Privacy			61
(c) Security			62
(d) EDI			63
(e) Benefit			63
(f) Mitigation			63
(g) Amendment			63
(h) Survival			63
(i) Interpretation			63
(j) Several Liability of Business Associates			63
Section 14.15	Execution in Counterparts		63
Section 14.16	No Recourse Against Other Parties		63

 

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FOURTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

                THIS FOURTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT is entered into as of June 11, 2008, by and among:

with respect to that certain Third Amended and Restated Credit and Security Agreement dated as of April 20, 2004 originally by and among the Borrower, the Servicer, VFCC, Atlantic Asset Securitization LLC ( “Atlantic” ), Calyon New York Branch, individually and as a co-agent, and Wachovia Bank, National Association as administrative agent, as amended from time to time prior to the date hereof (the “Existing Agreement” ).

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

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W I T N E S S E T H :

ARTICLE I.
THE CREDIT

                Section 1.1      The Facility . On the terms and subject to the conditions set forth in this Agreement, the Borrower (or the Servicer on the Borrower’s behalf) may from time to time during the Revolving Period for each Group request Advances by delivering a Borrowing Request to the applicable Co-Agent(s) in accordance with Section 2.1. Upon receipt of a copy of each Borrowing Request from the Borrower or Servicer during a Group’s Revolving Period, each applicable Co-Agent shall determine whether its Conduit will fund a Loan in an amount equal to the portion of the requested Advance specified in such Borrowing Request, and

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Each Loan shall be in the minimum amount of $1,000,000 or a larger integral multiple of $500,000. In no event may the aggregate principal amount of the Advances hereunder exceed the lesser of (x) the Aggregate Commitment, or (y) the Borrowing Base. Each Liquidity Bank’s Commitment under this Agreement shall terminate on the earlier to occur of such Liquidity Bank’s Scheduled Termination Date and the Termination Date. Each of the Loans, and all other Obligations of the Borrower, shall be secured by the Collateral as provided in Article IX.

                Section 1.2       Funding Mechanics; Liquidity Fundings .

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

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                Section 1.6       Reductions in Aggregate Commitment . The Borrower may permanently reduce the Aggregate Commitment in whole, or ratably between the Groups in part, in a minimum amount of $10,000,000 (or a larger integral multiple of $1,000,000), upon at least fifteen (15) Business Days’ written notice to the Co-Agents (each, a “Commitment Reduction Notice” ), which notice shall specify the aggregate amount of any such reduction and the VFCC Liquidity Banks’ and the Gotham Liquidity Banks’ respective Commitment Percentages thereof, provided, however, that (a) the amount of the Aggregate Commitment may not be reduced below the aggregate principal amount of the outstanding Advances, and (b) the amount of the Aggregate Commitment may not be reduced below $100,000,000 unless the Aggregate Commitment is terminated in full. All accrued and unpaid fees shall be payable on the effective date of any termination of the Aggregate Commitment. Each Commitment Reduction Notice shall be irrevocable once delivered to the Co-Agents.

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                Section 1.7       Distribution of Certain Notices; Notification of Interest Rates . Promptly after receipt thereof, the VFCC Agent will notify the VFCC Group and the Gotham Agent will notify the Gotham Group, of the contents of each Monthly Report, Weekly Report, Borrowing Request, Commitment Reduction Notice, Prepayment Notice or notice of default received by it from the Borrower or the Servicer hereunder. In addition, each of the Co-Agents shall promptly notify its Constituent Lenders and the Borrower of each determination of and change in Interest Rates.

ARTICLE II.
BORROWING AND PAYMENT MECHANICS; CERTAIN COMPUTATIONS

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

                Section 2.2       Selection of CP Tranche Periods and Interest Periods .

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

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

                Section 2.5       Payments and Computations, Etc.

                       (a) Payments . All amounts to be paid or deposited by the Borrower or the Servicer (on the Borrower’s behalf) to any of the Agents or Lenders (other than amounts payable under Section 4.2) shall be paid by wire or electronic transfer of immediately available funds

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received not later than 1:00 p.m. (New York City time) on the day when due in lawful money of the United States of America to the applicable Co-Agent at its address specified in Schedule 14.2, and, to the extent such payment is for the account of any Lender, the applicable Co-Agent shall promptly disburse such funds to the appropriate Lender(s) in its Group.

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

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

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

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

ARTICLE III.
SETTLEMENTS

                Section 3.1       Reporting .

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

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or within 5 Business Days prior to the last day of any calendar month, the Servicer agrees to provide such computation within 3 Business Days after such request.

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

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

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

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

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

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

                               (iv) to the payment of the principal of any Loans that are then due and owing;

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

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

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

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

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

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

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

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

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

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

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ARTICLE IV.
FEES AND YIELD PROTECTION

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

                Section 4.2       Yield Protection .

                               (i) shall subject an Affected Party to any Tax, duty or other charge with respect to its Obligations or, as applicable, its Commitment or its Liquidity Commitment, or shall change the basis of taxation of payments to the Affected Party of any Obligations, owed to or funded in whole or in part by it or any other amounts due under this Agreement in respect of its Obligations or, as applicable, its Commitment or its Liquidity Commitment except for (A) Taxes based on, or measured by, net income or net profits, or changes in the rate of Tax on or determined by reference to the overall net income or net profits, of such Affected Party imposed by the United States of America, by the jurisdiction in which such Affected Party’s principal executive office and/or its applicable lending office is located and, if such Affected Party’s principal executive office or its applicable lending office is not in the United States of America, by the jurisdiction where such Affected Party’s principal office or applicable lending office is located, (B) franchise Taxes, Taxes on, or in the nature of, doing business Taxes or capital Taxes, or (C) withholding Taxes required for payments made to any foreign entity (other than withholding Taxes imposed by the United States as a result of a change in law after the date hereof and before such foreign entity issues its Commitment or Liquidity Commitment or becomes an assignee of a Lender hereunder), unless such foreign entity fails to deliver to each of the Co-Agents and the Borrower an accurate IRS Form W-8BEN or W-8ECI (or the applicable successor form), as applicable; or

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

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

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

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

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

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

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

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

ARTICLE V.
CONDITIONS OF ADVANCES

                Section 5.1       Conditions Precedent to Restatement Effectiveness . Effectiveness of this Agreement shall be subject to the conditions precedent that on such date: (a) each of the statements contained in Sections 5.2(a), (b) and (c) shall be true, and (b) the Administrative Agent shall have received not less than two (2) originals (except in the case of item (xi) below) of each of the following documents dated the date hereof:

                               (i) An assignment and assumption agreement by and between Atlantic and Gotham with respect to Atlantic’s right, title and interest in, to and under the Existing Agreement and the related Transaction Documents, duly executed by Atlantic and Gotham and acknowledged by Calyon New York Branch, BTMU and the Borrower;

                               (ii) An assignment and assumption agreement by and between Calyon New York Branch and BTMU with respect to Calyon New York Branch’s right, title and interest in, to and under the Existing Agreement and the related Transaction Documents, duly executed by Calyon New York Branch, BTMU and the Borrower;

                               (iii) An amendment to the Existing Agreement replacing Wachovia Bank, National Association with BTMU as Administrative Agent, duly executed by the parties to the Existing Agreement remaining after giving effect to the assignment and assumption agreements described in clauses (i) and (ii) above;

                               (iv) This Agreement, duly executed by the parties hereto;

                               (v) A certificate of the Secretary or Assistant Secretary of each Loan Party certifying (A) the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which

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certificate the Agents and the Lenders may conclusively rely until such time as the Administrative Agent shall receive from such Loan Party a revised certificate meeting the requirements of this subsection (ii)), (B) (x) an attached copy of the Organic Documents of such Loan Party, or (y) that there has been no change in the Organic Documents of such Loan Party since the date of the Existing Agreement, and (C) an attached copy of resolutions of such Loan Party’s board of directors authorizing its execution and delivery of this Agreement;

                               (vi) Opinions dated the date hereof addressed to the Agents and the Lenders as to (1) the existence of a “true sale” or “true contribution” of the Receivables from each of the Originators to the Borrower under the Sale Agreement, and (2) the inapplicability of the doctrine of substantive consolidation to the Borrower with respect to each of the Originators in connection with any bankruptcy proceeding involving any of the Originators or the Borrower;

                               (vii) One or more favorable opinions of counsel to the Loan Parties covering the matters set forth in of Exhibit 5.1(h);

                               (viii) Copies in form suitable for filing of any and all financing statements and amendments thereto necessary to ensure that the Borrower continues to have a perfected ownership interest or perfected first priority security interest in the Receivables and Related Assets conveyed to it under the Sale Agreement and the Administrative Agent, for the benefit of the Secured Parties, continues to have a perfected first priority security interest in the Collateral hereunder;

                               (ix) A Monthly Report, prepared as of the Cut-Off Date of April 30, 2008;

                               (x) An amendment to the VFCC Liquidity Agreement, in form and substance satisfactory to the VFCC Agent, duly executed by the parties thereto, reducing the Liquidity Commitments thereunder to $127,500,000 and extending such Liquidity Commitments through the VFCC Group Termination Date;

                               (xi) The Gotham Fee Letter, duly executed by the parties thereto, together with payment of any and all fees due on or prior to the date hereof;

                               (xii) The VFCC Fee Letter, duly executed by the parties thereto, together with payment of any and all fees due on or prior to the date hereof;

                               (xiii) Collection Account Agreements (or amendments to or assignments of the Collection Account Agreements executed in connection with the Existing Agreement) with respect to each of the Collection Accounts, duly executed by the Borrower, the applicable Originator or the Servicer (as applicable), the applicable Collection Bank, and the Administrative Agent; and

                               (xiv) A certificate of an Authorized Officer of each of the Loan Parties certifying that as of the date hereof, no Event of Default or Unmatured Event of Default exists and is continuing.

                Section 5.2       Conditions Precedent to All Advances . Each Advance (including the initial Advance under this Agreement) shall be subject to the further conditions precedent that on

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the applicable Borrowing Date, each of the following statements shall be true (and the Borrower, by accepting the amount of such Advances or by receiving the proceeds of any Loan comprising such Advance, and each other Loan Party, upon such acceptance or receipt by the Borrower, shall be deemed to have certified that):

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

ARTICLE VI.
REPRESENTATIONS AND WARRANTIES

                Section 6.1       Representations and Warranties of Loan Parties . Each Loan Party, as to itself, represents and warrants to the Agents and the Lenders as follows:

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

                               (b) Existence; Due Qualification; Permits . Each of the Loan Parties: (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (ii) has all requisite corporate power and authority necessary to own its Property and carry on its business as now being conducted; (iii) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary; and (iv) is in compliance with all Requirements of Law, except in the case of clauses (i), (ii), (iii) and (iv) where the failure thereof individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. The Loan Parties hold all governmental permits, licenses, authorizations, consents and approvals necessary

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for the Loan Parties to own, lease, and operate their respective Properties and to operate their respective businesses as now being conducted (collectively, the “Permits” ), except for Permits the failure to obtain which would not have a Material Adverse Effect. None of the Permits has been modified in any way that is reasonably likely to have a Material Adverse Effect. All Permits are in full force and effect except where the failure of such to be in full force and effect would not have a Material Adverse Effect.

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

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

                               (e) Noncontravention .

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

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

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                               (f) No Proceedings . Except as described in Quest Diagnostics’ Form 10-K for the fiscal year ended December 31, 2007 and all filings made with the SEC under the Exchange Act by any Loan Party subsequent thereto prior to the date of this Agreement (copies of which have been provided to each of the Co-Agents or made available on EDGAR):

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

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

                               (g) Taxes .

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

                               (ii) Except as set forth in Quest Diagnostics’ Annual Report on Form 10-K for the year ended December 31, 2007: (A) as of the date hereof no Loan Party is a member of an affiliated group of corporations within the meaning of Section 1504 of the Code other than an affiliated group of corporations of which Quest Diagnostics is the common parent; and (B) there are no material tax sharing or tax indemnification agreements under which Borrower is required to indemnify another party for a material amount of Taxes other than, in the case of Quest Diagnostics, the tax indemnity contained in the Merger Agreement dated as of August 16,1999, between Glaxo Smith Kline (formerly known as Smith Kline Beecham) and Quest Diagnostics.

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

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

                               (i) The information, reports, financial statements, exhibits and schedules furnished in writing by either of the Loan Parties to each of the Co-Agents or Lenders in connection with the negotiation, preparation or delivery of the Transaction Documents, including Quest Diagnostics’ Annual Report on Form 10-K for the year ended December 31, 2007, but in each case excluding all projections, whether prior to or after the date of this Agreement, when taken as a whole, do not, as of the date such information was furnished, contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, not materially misleading; it being understood that certain financial information so furnished, including without limitation information contained in the Weekly Reports and Monthly Reports, has not been prepared in accordance with GAAP and might vary materially from information prepared and presented in accordance with GAAP on the same subject matter. Each Loan Party understands that all such statements, representations and warranties shall be deemed to have been relied upon by the Lenders as a material inducement to make each extension of credit hereunder.

                               (ii) From December 31, 2007 through and including the date hereof, there has been no material adverse change in Quest Diagnostics’ consolidated financial condition, business or operations. Since December 31, 2007, there has been no material adverse change in Quest Diagnostics’ consolidated financial condition, business or operations that has had, or would reasonably be expected to have, a material adverse effect upon its ability to perform its obligations, as an Originator or as Servicer, under the Transaction Documents when and as required, and no material adverse effect on the collectibility of any material portion of the Receivables.

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

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

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

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                               (l) Title to Receivables and Quality of Title .

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

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

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

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

                               (n) Jurisdiction of Organization; Offices . Each Loan Party’s jurisdiction of organization is correctly set forth after its name in the preamble to this Agreement. The principal places of business and chief executive office of the Borrower is located at the addresses set forth

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on Schedule 6.1(n), and the offices where the Servicer and the Borrower keep all their Records and material Contracts are located at the addresses specified in Schedule 6.1(n) (or at such other locations, notified to each of the Co-Agents in accordance with Section 7.1(f), in jurisdictions where all action required by Section 8.5 has been taken and completed).

                               (o) Lockboxes and Collection Accounts .

                               (i) One of the Loan Parties or the applicable Originator has instructed all Obligors of all Receivables to pay all Collections thereon either (A) by mail addressed to a Lockbox or (B) by wire transfer or other electronic funds transfer directly to a Collection Account in the name of the applicable Originator, as sub-servicer, or in the name of the Borrower. Items received in the Lockboxes are deposited for collection each Business Day into a Collection Account in the name of the applicable Originator or the Borrower, and all collected and available funds from time to time in each Collection Account in the name of any Originator are swept each day to a Collection Account in the name of the Borrower. Each of the agreements establishing and governing the maintenance of the Lockboxes and Collection Accounts is in full force and effect, and each of the Lockboxes and Collection Accounts is subject to a Collection Account Agreement that is in full force and effect.

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

                               (iii) Except as otherwise provided in Section 7.3(d), each Collection Account Agreement, and the name and address of each Collection Bank (together with the account numbers of all Collection Accounts maintained with it and the address of each Lockbox maintained with it) are set forth on Schedule 6.1(o) .

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

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

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

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

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

                               (u) Investment Company Act; Public Utility Holding Company Act; Other Restrictions . No Loan Party is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the United States Investment Company Act of 1940, as amended. No Loan Party is a “holding company”, or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company”, within the meaning of the United States Public Utility Holding Company Act of 1935, as amended. No Loan Party is subject to regulation under any law or regulation which limits its ability to incur Indebtedness, other than Regulation X of the Board of Governors of the Federal Reserve System.

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

ARTICLE VII.
GENERAL COVENANTS OF LOAN PARTIES

                Section 7.1       Affirmative Covenants of Loan Parties . From the date hereof until the Final Payout Date, unless each of the Co-Agents shall otherwise consent in writing:

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

                               (b) Preservation of Existence . Each Loan Party will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where the failure

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to preserve and maintain such existence, rights, franchises, privileges and qualification would have a Material Adverse Effect.

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

                               (d) Keeping of Records and Books of Account . The Servicer will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate essential Records evidencing the Receivables in the event of the destruction of the originals thereof), and keep and maintain, all Contracts, Records and other information necessary or reasonably advisable for the collection of all Receivables (including, without limitation, Records adequate to permit the identification as of any Business Day when required of outstanding Unpaid Net Balances by Obligor and related debit and credit details of the Receivables). Each of the Borrower and the Servicer shall post all Demand Advances to its respective books in accordance with GAAP on or before each Settlement Date.

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

                               (f) Jurisdiction of Organization; Location of Records . Each Loan Party will keep its jurisdiction of organization, chief place of business and (at any time while the location of its chief executive office remains germane to perfection of any of the security interests or ownership interests purported to be conveyed pursuant to the Transaction Documents) its chief executive

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office, and the offices where it keeps its Records and material Contracts (and, to the extent that any of the foregoing constitute instruments, chattel paper or negotiable documents, all originals thereof), at the address(es) of the Servicer and the Borrower referred to in Section 6.1(n) or, upon 15 days’ prior written notice to the Administrative Agent, at such other locations in jurisdictions where all action required by Section 8.5 shall have been taken and completed.

                               (g) Credit and Collection Policies . Each Loan Party will comply in all material respects with its Credit and Collection Policy in regard to the Receivables and the related Contracts and Invoices.

                               (h) Sale Agreement . The Borrower will perform and comply in all material respects with all of its covenants and agreements set forth in the Sale Agreement, and will enforce the performance by each Originator of its respective obligations thereunder.

                               (i) Collections .

                               (i) In accordance with Section 6.1(o)(i), each of the Loan Parties will instruct all Obligors to make all payments on Receivables directly to a Lockbox or Collection Account in the name of the applicable Originator (as sub-servicer for the Borrower and the Secured Parties), the Borrower or the Administrative Agent or its designee, which is subject to a Collection Account Agreement and, if such Collection Account is in the name of an Originator, it is swept on a daily basis into a Collection Account in the name of the Borrower (or the Administrative Agent or its designee) which is subject to a Collection Account Agreement. The Borrower will cause each of the Collection Accounts that is currently in the name of an Originator to be transferred to it and into its own name within a reasonable period of time after the initial Advance hereunder.

                               (ii) If, notwithstanding the foregoing clause (i) above, any Collections are paid directly to any Loan Party, such Loan Party shall deposit the same (with any necessary indorsements) to a Collection Account within one (1) Business Day after receipt thereof.

                               (iii) Upon demand of any of the Agents at any time following the occurrence of any Unmatured Default or Event of Default, the Borrower or the Servicer shall establish a segregated account at Wachovia Bank, National Association which is subject to a perfected security interest in favor of the Administrative Agent, for the benefit of the Secured Parties (the “Collateral Account” ), into which all deposits from time to time in the Collection Accounts, and all other Collections, are concentrated pending application in accordance with the terms of this Agreement to the Obligations.

                               (j) Further Assurances . Each of the Loan Parties shall take all necessary action to establish and maintain (i) in favor of the Borrower, a valid and perfected ownership interest in the Receivables and Related Assets, and (ii) in favor of the Administrative Agent for the benefit of the Secured Parties, a valid and perfected first priority security interest in the Collateral, including, without limitation, taking such action to perfect, protect or more fully evidence the security interests of the Administrative Agent as the Administrative Agent may reasonably request.

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                Section 7.2       Reporting Requirements of Loan Parties . From the date hereof until the Final Payout Date, unless each of the Co-Agents shall otherwise consent in writing:

                               (a) Quarterly Financial Statements . (i) Quest Diagnostics will furnish to each of the Co-Agents or make publicly available through EDGAR, as soon as available and in any event within 60 days after the end of each of the first three quarters of each of its fiscal years, copies of its report on SEC Form 10-Q as of the close of such fiscal quarter, and (ii) the Borrower will furnish to each of the Co-Agents as soon as available and in any event within 60 days after the end of each of the first three quarters of each of its fiscal years an unaudited balance sheet and income statement of the Borrower as of the close of such fiscal quarter, prepared in accordance with GAAP and certified in a manner reasonably acceptable to each of the Co-Agents by the Borrower’s chief executive officer, chief financial officer or treasurer (or an officer acting in a similar capacity to any of the foregoing);

                               (b) Annual Financial Statements . Quest Diagnostics will furnish to each of the Co-Agents or make publicly available through EDGAR, as soon as available and in any event within 120 days after the end of each fiscal year of Quest Diagnostics, copies of its annual report on SEC Form 10-K for such year, and the Borrower will furnish to each of the Co-Agents as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, an unaudited balance sheet and income statement of the Borrower as of the close of such fiscal year, prepared in accordance with GAAP and certified in a manner reasonably acceptable to each of the Co-Agents by the Borrower’s chief executive officer, chief financial officer or treasurer (or an officer acting in a similar capacity to any of the foregoing)

                               (c) Reports to SEC and Exchanges . In addition to the reports required by subsections (a) and (b) next above, promptly upon filing any report on SEC Form 8-K with the SEC, Quest Diagnostics shall deliver copies thereof to each of the Co-Agents or make them publicly available through EDGAR;

                               (d) ERISA . Promptly after the filing or receiving thereof, each Loan Party will furnish to each of the Co-Agents copies of all reports and notices with respect to any Reportable Event which any Loan Party files under ERISA with the Internal Revenue Service, the PBGC or the U.S. Department of Labor or which such Loan Party receives from the PBGC;

                               (e) Events of Default, etc . As soon as possible and in any event within five (5) Business Days after any Authorized Officer of either Loan Party obtains knowledge of the occurrence of any Event of Default or any Unmatured Default, each Loan Party will furnish to each of the Co-Agents a written statement of an Authorized Officer of such Loan Party setting forth details of such event and the action that such Loan Party will take with respect thereto;

                               (f) Litigation . As soon as possible and in any event within ten Business Days after any Authorized Officer of either Loan Party obtains knowledge thereof, such Loan Party will furnish to each of the Co-Agents notice of (i) any litigation, investigation or proceeding which may exist at any time which would reasonably be expected to have a Material Adverse Effect and (ii) any development in previously disclosed litigation which development would reasonably be expected to have a Material Adverse Effect;

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                               (g) Reviews of Receivables . As soon as available and in any event within 30 days after each Review referenced in Section 7.1(c), the Borrower will deliver to each of the Co-Agents a written report on the results of such Review prepared by accountants or auditors selected as specified therein and reasonably acceptable to each of the Co-Agents, substantially in the form of the report delivered for the prior Review, and covering such other matters as any of the Agents may reasonably request in order to protect the interests of the Administrative Agent, for the benefit of the Secured Parties, under or as contemplated by this Agreement;

                               (h) Change in Business or Credit and Collection Policy . Each Loan Party will furnish to each of the Co-Agents prompt written notice of any material change in the character of such Loan Party’s business prior to the occurrence of such change, and each Loan Party will provide each of the Co-Agents with not less than 15 Business Days’ prior written notice of any material change in the Credit and Collection Policy (together with a copy of such proposed change); and

                               (i) Downgrade . Promptly after receipt of notice of any downgrade of any Indebtedness of Quest Diagnostics by Moody’s or S&P, Quest Diagnostics shall furnish to each of the Co-Agents a notice of such downgrade setting forth the Indebtedness affected and the nature of such change in rating.

                               (j) Other . Promptly, from time to time, each Loan Party will furnish to each of the Agents such other information, documents, Records or reports respecting the Receivables or the condition or operations, financial or otherwise, of such Loan Party as any of the Agents may from time to time reasonably request in order to protect the interests of the Administrative Agent, for the benefit of the Secured Parties, under or as contemplated by this Agreement.

                Section 7.3       Negative Covenants of Loan Parties . From the date hereof until the Final Payout Date, without the prior written consent of each of the Co-Agents:

                               (a) Sales, Liens, Etc . (i) The Borrower will not, except as otherwise provided herein and in the other Transaction Documents, sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien upon or with respect to, any Collateral, or any account to which any Collections are sent, or any right to receive income or proceeds from or in respect of any of the foregoing (except, prior to the execution of Collection Account Agreements, set-off rights of any bank at which any such account is maintained), and (ii) the Servicer will not assert any interest in the Receivables, except as the Servicer.

                               (b) Extension or Amendment of Receivables . No Loan Party will, except as otherwise permitted in Section 8.2(c), extend, amend or otherwise modify the terms of any Receivable, or amend, modify or waive any term or condition of any Contract or Invoice related thereto in any way that adversely affects the collectibility of the Receivables originated by any Originator (taken as a whole), or any material part thereof, or the rights of the Borrower or the Administrative Agent (for the benefit of the Secured Parties) therein.

                               (c) Change in Business or Credit and Collection Policy . No Loan Party will make or permit to be made any change in the character of its business or Credit and Collection Policy, which change would, in either case, impair the collectibility of any significant portion of the

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Receivables or otherwise materially and adversely affect the interests or remedies of Lender under this Agreement or any other Transaction Document.

                               (d) Change in Payment Instructions to Obligors . No Loan Party will add or terminate any bank as a Collection Bank from those listed in Schedule 6.1(o) or, after the Collateral Account has been established pursuant to Section 7.1(i), make any change in its instructions to Obligors regarding payments to be made to any Collection Account or Lockbox (except for a change in instructions solely for the purpose of directing Obligors to make such payments to another existing Collection Account or Lockbox, as applicable, and where such change is immaterial and does not adversely affect the interests of the Administrative Agent, on behalf of the Secured Parties, in any respect), unless (i) the Co-Agents shall have received prior written notice of such addition, termination or change and (ii) the Administrative Agent shall have received duly executed copies of appropriate Collection Account Agreements, in a form reasonably acceptable to the Administrative Agent with each new Collection Bank.

                               (e) Deposits to Accounts . Each Loan Party will establish reasonable procedures designed to ensure that no Loan Party will deposit or authorize the deposit to any Collection Account of any cash or cash proceeds other than Collections of Receivables and of certain of the Excluded JV Receivables.

                               (f) Changes to Other Documents . The Borrower will not enter into any amendment or modification of, or supplement to, the Borrower’s Organic Documents without the prior written consent of the Administrative Agent. Neither the Borrower nor Quest Diagnostics will permit or enter into any amendment to or modification of, or supplement to, the Sale Agreement or the Subordinated Notes, except that they may enter into Joinder Agreements to add Eligible Originators as sellers thereunder.

                               (g) Restricted Payments by the Borrower . The Borrower will not:

                               (i) Purchase or redeem any shares of the capital stock of the Borrower, declare or pay any dividends thereon (other than stock dividends), make any distribution to stockholders or set aside any funds for any such purpose, unless, in each of the foregoing cases: (A) such purchase, redemption, payment or distribution is made on, or immediately following, a Settlement Date after payment of all Obligations due and owing on such Settlement Date, and (B) after giving effect to such purchase, redemption, payment or distribution, the Borrower’s net worth (determined in accordance with GAAP) will at all times be at least 10% of the greater of the Aggregate Commitment or the aggregate outstanding principal amount of the Advances; or

                               (ii) Make any payment of principal or interest on the Subordinated Notes if any Event of Default exists or would result therefrom or if such payment would result in the Borrower’s having insufficient cash on hand to pay all Obligations that will be due and owing on the next succeeding Settlement Date.

                               (h) Borrower Indebtedness . The Borrower will not incur or permit to exist any Indebtedness or liability on account of deposits except: (A) as provided in the Transaction Documents and (B) other current accounts payable arising in the ordinary course of business and not overdue in any material respect.

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                               (i) Prohibition on Additional Negative Pledges . No Loan Party will enter into or assume any agreement (other than this Agreement and the other Transaction Documents) prohibiting the creation or assumption of any Lien upon the Receivables or Related Assets, whether now owned or hereafter acquired, except as contemplated by the Transaction Documents, or otherwise prohibiting or restricting any transaction contemplated hereby or by the other Transaction Documents, and no Loan Party will enter into or assume any agreement creating any Lien upon the Subordinated Notes.

                               (j) Name Change, Offices, Records and Books of Accounts . The Borrower will not change its name, identity or structure (within the meaning of Article 9 of any applicable enactment of the UCC) or relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Co-Agents at least 15 days’ prior notice thereof and (ii) prior to effectiveness of such change, delivered to the Administrative Agent all financing statements, instruments and other documents requested by the Administrative Agent in connection with such change or relocation.

                               (k) Mergers, Consolidations and Acquisitions . The Borrower will not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other Person (whether directly by purchase, lease or other acquisition of all or substantially all of the assets of such Person or indirectly by purchase or other acquisition of all or substantially all of the capital stock of such other Person) other than the acquisition of the Receivables and Related Assets pursuant to the Sale Agreement.

                               (l) Disposition of Receivables and Related Assets . Except pursuant to this Agreement, the Borrower will not sell, lease, transfer, assign, pledge or otherwise dispose of or encumber (in one transaction or in a series of transactions) any Receivables and Related Assets.

                               (m) Borrowing Base . The Borrower will not request any Advance if, after giving effect thereto, the aggregate outstanding principal balance of the Loans would exceed the Borrowing Base.

                Section 7.4       Separate Existence of the Borrower . Each Loan Party hereby acknowledges that Lenders and the Agents are entering into the transactions contemplated hereby in reliance upon the Borrower’s identity as a legal entity separate from the Servicer and its other Affiliates. Therefore, each Loan Party shall take all steps specifically required by this Agreement or reasonably required by any of the Agents to continue the Borrower’s identity as a separate legal entity and to make it apparent to third Persons that the Borrower is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of Quest Diagnostics or any other Person. Without limiting the foregoing, each Loan Party will take such actions as shall be required in order that:

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ARTICLE VIII.
ADMINISTRATION AND COLLECTION

                Section 8.1       Designation of Servicer .

                               (a) Quest Diagnostics as Initial Servicer . The servicing, administering and collection of the Receivables shall be conducted by the Person designated as Servicer hereunder from time to time in accordance with this Section 8.1. Until both of the Co-Agents give to Quest Diagnostics a Successor Notice (as defined in Section 8.1(b)), Quest Diagnostics is hereby designated as, and hereby agrees to perform the duties and obligations of, Servicer pursuant to the terms hereof.

                               (b) Successor Notice; Servicer Transfer Events . Upon Quest Diagnostics’ receipt of a notice from both of the Co-Agents following a Servicer Transfer Event of the designation of a new Servicer (a “Successor Notice” ), Quest Diagnostics agrees that it will terminate its activities as Servicer hereunder in a manner that will facilitate the transition of the performance of such activities to the new Servicer, and, after agreeing in writing to be bound by the terms of this Agreement (including, without limitation, the provisions of Section 14.14), the Co-Agents’ designee shall assume each and all of Quest Diagnostics’ obligations to service and administer such Receivables, on the terms and subject to the conditions herein set forth, and Quest Diagnostics shall use its reasonable best efforts to assist the Co-Agents’ designee in assuming such obligations. Without limiting the foregoing, Quest Diagnostics agrees, at its expense, to take all actions necessary to provide the new Servicer with access to all computer software necessary to generate reports useful in collecting or billing Receivables, solely for use in collecting and billing Receivables. If Quest Diagnostics disputes the occurrence of a Servicer Transfer Event, Quest Diagnostics may take appropriate action to resolve such dispute; provided that Quest Diagnostics must terminate its activities hereunder as Servicer and allow the newly designated Servicer to perform such activities on the date specified by the Co-Agents as described above, notwithstanding the commencement or continuation of any proceeding to resolve the aforementioned dispute, if both of the Co-Agents reasonably determines, in good faith, that such termination is necessary or advisable to protect the Secured Parties’ interests hereunder.

                               (c) Subcontracts . So long as Quest Diagnostics (or any of its existing or hereafter arising Affiliates approved by the Co-Agents at the request of Quest Diagnostics or the Borrower subject to satisfaction of the Rating Agency Condition) is acting as the Servicer, it may subcontract with any other Originator or other direct or indirect Subsidiary of Quest Diagnostics, for servicing, administering or collecting all or any portion of the Receivables, provided, however, that no such subcontract shall relieve Quest Diagnostics (or such approved affiliated substitute Servicer, if such approval is not conditioned upon Quest Diagnostics’ issuance of a performance guaranty with respect to such affiliated substitute Servicer) of its primary liability for performance of its duties as Servicer pursuant to the terms hereof and any such sub-servicing arrangement may be terminated at the request of any of the Agents at any time after a Successor Notice has been given. In addition to the foregoing, with the prior written consent of the Co-Agents (which consent shall not be unreasonably withheld or delayed), any Servicer may subcontract with other Persons for servicing, administering or collecting all or any portion of the Receivables, provided, however, that no such subcontract shall relieve such Servicer of its

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primary liability for performance of its duties as Servicer pursuant to the terms hereof and any such sub-servicing arrangement may be terminated at the request of any of the Agents at any time that the Co-Agents reasonably determine that such sub-servicer is not performing adequately.

                               (d) Expense Indemnity after a Servicer Transfer Event . In addition to, and not in lieu of the Servicer’s Fee, if Quest Diagnostics or one of its Affiliates is replaced as Servicer following a Servicer Transfer Event, the Borrower shall reimburse the Servicer within 10 Business Days after receipt of a written invoice, any and all reasonable costs and expenses of the Servicer incurred in connection with its servicing of the Receivables for the benefit of the Secured Parties.

                Section 8.2       Duties of Servicer .

                               (a) Appointment; Duties in General . Each of the Borrower, the Lenders and the Agents hereby appoints as its agent, the Servicer, as from time to time designated pursuant to Section 8.1, to enforce its rights and interests in and under the Collateral. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy.

                               (b) Segregation of Collections . The Servicer shall not be required (unless otherwise requested by any of the Agents) to segregate the funds constituting Collections prior to the remittance thereof in accordance with Article III. If instructed by any of the Agents, the Servicer shall segregate Collections and deposit them into the Collateral Account not later than the first Business Day following receipt by the Servicer of such Collect